Serbian Green Light and BlackRock’s Subtle Trim: Commerzbank’s Takeover Saga Enters Final Phase

Less than 2% of shares tendered for €13bn+ offer; BlackRock trims stake; Commerzbank posts strong Q1 profits and urges rejection.

The regulatory path for UniCredit’s €13bn-plus bid for Commerzbank cleared another hurdle this week as Serbia’s Competition Commission waved through the transaction. But with just two weeks left before the acceptance deadline expires, shareholder enthusiasm remains conspicuously absent – and the latest stake adjustment from the world’s largest asset manager does little to tip the scales.

UniCredit is offering 0.485 of its own shares for each Commerzbank share tendered, a structure that has failed to ignite much interest. Fewer than 2% of Commerzbank’s shares have been offered up so far. The Italian lender already holds just under 27% of the German bank directly, with additional derivative instruments securing further voting rights. The acceptance window runs until midnight on 16 June 2026. While the Serbian clearance satisfies one condition, several other antitrust and foreign investment approvals – plus a European Union state-aid review – remain outstanding.

Meanwhile, BlackRock has nudged its position down slightly. The US money manager now holds 5.05% of Commerzbank’s voting rights, a marginal dip from 5.12% previously. The bulk – 4.54% – is held directly in shares, with the remaining 0.51% via instruments. It is hardly a signal of retreat; more a portfolio rebalancing. But it underscores that even long-term institutional backers are not rushing to increase exposure as the takeover drama plays out.

Commerzbank’s management is fighting hard to keep the bank independent. At the annual general meeting on 20 May, shareholders backed every resolution on the agenda, awarding discharge to both the management board and supervisory board for the 2025 financial year. The dividend was raised to €1.10 per share, and combined with share buybacks, total capital returns to shareholders come to roughly €2.7bn. The bank has pledged to increase payouts further in coming years.

Operationally, the argument for staying the course is gaining weight. The first quarter of 2026 delivered an operating profit of €1.4bn, and the bank lifted its full-year net profit target to at least €3.4bn. The board and supervisory board continue to advise shareholders against accepting UniCredit’s offer, arguing the bid lacks a fair premium and a coherent strategic plan. Instead, they point to the “Momentum 2030” strategy, which they claim will create more value on a standalone basis.

Commerzbank’s stock closed on Friday at €37.19, just 1.5% below its 52-week high. The shares have gained roughly 2% since the start of the year and are up more than 40% over the past twelve months. With the acceptance deadline looming, the combination of actual tenders, outstanding regulatory nods, and the board’s stubborn resistance will determine whether UniCredit gets its prize – or the German bank gets to go it alone.