Commerzbank’s Momentum 2030 Strategy and 70% Dividend Hike Provide Ammunition Against UniCredit’s Hostile Bid

Commerzbank proposes 70% dividend hike and buyback mandate as it rejects UniCredit's €39B takeover bid, pushing a standalone strategy with 21% ROE target.

When Commerzbank shareholders gather in Wiesbaden on Wednesday for the annual general meeting, they will be asked to approve a dividend of €1.10 per share for the 2025 financial year — a near-70% leap from the €0.65 paid out for 2024. That payout, scheduled for May 26, 2026 with an ex-dividend date of May 21, comes alongside a fresh mandate for share buybacks of up to 10% of the bank’s capital. The generous proposals are part of a broader effort to make a stand-alone future look far more attractive than the unwanted takeover bid from Italy’s UniCredit.

UniCredit’s all-share offer — 0.485 of its own shares for every Commerzbank share, worth roughly €34.56 at recent prices and valuing the Frankfurt lender at around €39 billion in total — has been formally rejected by both the management board and the supervisory board. In a 137-page rebuttal, the leadership unanimously recommended that investors spurn the bid. The price tag, they argue, leaves no genuine takeover premium: Commerzbank stock currently trades at €36.15, and analysts peg fair value above €41. The offer also comes with what the bank calls a “hard restructuring” agenda, warning that a combination could cost up to 11,000 jobs — far more than the 3,000 the Commerzbank plans to cut on its own, largely through automation and artificial intelligence. Management has also flagged risks in UniCredit’s own portfolio, including Russian loan exposure and heavy holdings of Italian government bonds, and expressed concern that those factors could damage key client relationships.

The bank’s counterpunch is the “Momentum 2030” strategy, unveiled in May, which targets a return on equity of 21% by the end of the decade and a net profit of nearly €6 billion. That narrative is reinforced by recent financials: in the first quarter of 2026, net income climbed more than 9% to €913 million, prompting management to lift its full-year profit forecast to at least €3.4 billion. Since September 2025, the bank has already completed two buyback programs worth a combined €1.5 billion.

Political backing bolsters the independence stand. The German government still owns roughly 12% of Commerzbank’s shares, and Chancellor Friedrich Merz has publicly criticized UniCredit’s approach. UniCredit, meanwhile, has built up a position that gives it effective control of nearly 39% of voting rights through a mix of shares and derivatives. The regular acceptance period for the Italian offer runs until June 16, leaving shareholders time to weigh their options.

The stock has climbed about 41% over the past twelve months, though the relative strength index at 81 signals an overbought condition. Wednesday’s AGM will test whether the dividend hike, the buyback mandate, and the quantified strategy can persuade investors to back the current management — or whether UniCredit’s bid still has the power to unsettle the bank’s path to full independence.