Commerzbank's Shareholder Showdown: A Direct Offer Looms as May Deadlines Approach

UniCredit threatens direct tender offer for Commerzbank, accusing it of obstruction. The German bank rebuffs the bid, citing low premium and plans its own strategic upgrade.

The takeover battle for Commerzbank has entered a decisive new phase. UniCredit has escalated its pursuit by formally accusing the Frankfurt-based lender of "persistent obstruction" and, for the first time, explicitly raising the possibility of a direct tender offer to Commerzbank's shareholders. This move comes as the German bank fortifies its defense, arguing the proposed deal fails to deliver sufficient value.

UniCredit claims its hand was forced by Commerzbank's refusal to grant access to critical due diligence materials. The Italian bank asserts that without this information, a direct offer to shareholders is the only remaining path forward. Commerzbank has firmly rejected this narrative. In a public FAQ document on its website, the bank states UniCredit has failed to present concrete requests or a transaction framework over 18 months of talks, nor has it signaled an adequate takeover premium.

The terms of the sketched share-swap offer—0.485 UniCredit shares for each Commerzbank share—implied a value of approximately €30.80 per share at the time of announcement. This stands notably below the average analyst price target of around €38, representing a negligible premium. Despite this, DZ Bank analyst Philipp Hässler views the direct offer as a "clever tactical move," providing UniCredit with the legal basis to continue increasing its stake. The bank currently holds roughly 26% of Commerzbank directly, with an additional nearly 4% held via derivatives.

Commerzbank's core rebuttal is strikingly direct. Management argues a significant portion of the synergy potential outlined by UniCredit does not depend on a merger and can therefore be realized independently, without the associated execution risks. In essence, the bank claims it can deliver what UniCredit promises on its own. To prove this, executives plan to present an upgrade to their financial targets alongside first-quarter 2026 results on May 8, providing further details on the "Momentum" strategy launched in February 2025.

A powerful pillar of Commerzbank's defense is a massive capital return to its owners. For the 2025 financial year, the board proposes a dividend of €1.10 per share, a sharp increase from €0.65 the prior year. Combined with ongoing share buybacks, this represents a total payout of approximately €2.7 billion to shareholders—a sum roughly equivalent to the bank's entire net result before restructuring costs. This serves as a direct retort to UniCredit's ambitions and a key message to investors ahead of Commerzbank's Annual General Meeting.

The German state remains a formidable obstacle. The federal government, holding just over 12% of Commerzbank's shares, has reiterated its clear opposition to a hostile takeover. This political stance forms a significant barrier for UniCredit.

The coming weeks are packed with critical events that will shape the outcome. The process kicks off with UniCredit's extraordinary general meeting on May 4, where shareholders will vote on a capital increase related to the acquisition plan. UniCredit is expected to publish its formal offer shortly after this meeting. Commerzbank's first-quarter 2026 results and strategy update follow on May 8. The drama then shifts to Commerzbank's own AGM on May 20, where the management board must defend its standalone course directly before shareholders.

Should UniCredit publish its offer in May as anticipated, a final outcome is expected by late June or July 2026, pending all necessary regulatory approvals from the ECB, BaFin, and antitrust authorities.

Commerzbank's share price has stabilized around €34.50, trading just above its 200-day moving average after a brief dip below that level in March. The stock has more than doubled over the past twelve months. While near-term price action may be influenced by broader market conditions, the fundamental direction for Germany's second-largest listed bank will be decided in the tense weeks of May.