Commerzbank Fortifies Its Defenses as UniCredit's Bid Looms

Commerzbank's leadership firmly rejects UniCredit's €35bn takeover, citing strategic risks. It counters with upgraded financial targets, a higher dividend, and share buybacks.

Commerzbank's leadership has drawn a definitive line in the sand. In a series of public statements, CEO Bettina Orlopp and CFO Carsten Schmitt have articulated a forceful rejection of UniCredit's approximately €35 billion takeover proposal, moving beyond mere valuation disputes to highlight fundamental strategic rifts. The Frankfurt-based lender is preparing to counter the Italian suitor with a potent mix of upgraded financial targets and substantial shareholder returns.

The bank's resistance is rooted in deep operational concerns. Insiders reveal that during high-level talks, Commerzbank's executives gained the impression UniCredit would significantly scale back its international network post-acquisition—a move that would strike at the heart of its corporate banking division. CFO Schmitt underscored the risks at a recent Frankfurt banking conference, stating the bank would be "simply unable to stand by our customers' side" under the "heavy burden of integration in such a vulnerable economic situation." He added that Commerzbank sees "no value that would be created in the coming years" from a deal.

While Orlopp has not entirely ruled out dialogue, she set a high bar. Speaking at the Semafor World Economy Forum in Washington, she indicated Commerzbank would listen only if a concrete draft proposal were presented. The current offer fails this test. "Our opinions differ strongly, starting with the valuation of the two companies and the exchange ratio," Orlopp told Bloomberg Television.

Instead, management is doubling down on its standalone "Momentum" strategy. Following a record year in 2025 and a strong start to 2026, the bank plans to unveil updated targets through 2030 around its May 8 first-quarter results. These are expected to include a Return on Tangible Equity of 15% and a Cost-Income Ratio of 50%, supported by AI-driven productivity gains. Frankfurt argues that a significant portion of the synergies touted by UniCredit can be captured independently, without the massive integration risks of a merger.

The capital market is responding positively to this show of strength. Commerzbank shares currently trade at €35.29, nearly 9% higher than a month ago and roughly 55% above their April low of €22.74. This provides a solid technical cushion above the key 50-day line at €32.98, bringing the 52-week high of €37.75 back within reach. The German federal government is understood to support this stance of strict independence.

To cement investor loyalty, Commerzbank is opening its coffers. At the Annual General Meeting on May 20 in Wiesbaden, shareholders will vote on a proposed dividend of €1.10 per share, a sharp increase from the previous year's €0.65. The board will also seek authorization for further share buybacks. The bank has already returned €1.5 billion to shareholders through buybacks as of March and is targeting total capital returns of approximately €2.7 billion for the full 2025 financial year.

UniCredit, however, is preparing its next move. The Italian bank intends to present a voluntary public takeover offer in early May, financed through an extraordinary capital increase to create new shares for an exchange. Milan reportedly does not expect to immediately gain a controlling stake of over 50% in Commerzbank from this initial offer.

This sets the stage for a decisive month. May will see a trio of critical events: first-quarter results on May 8, the Annual General Meeting on May 20, and the expected formal publication of UniCredit's offer once German regulator BaFin completes its review. Shareholders will soon learn whether UniCredit can bridge the valuation gap or if Commerzbank can successfully defend its independent course.