Italy’s UniCredit has launched a €35 billion takeover offer for Commerzbank, stepping up its protracted pursuit of the German lender in the face of fierce opposition from the country’s government.
UniCredit chief executive Andrea Orcel said on Monday that he did not expect to gain control of Commerzbank through the offer, which comes at a narrow 4 per cent premium to the German bank’s share price on Friday. But the move will give him the freedom to buy Commerzbank’s shares in the open market after a year of stasis, underlining the ambition of one of Europe’s best-known dealmakers to create a cross-border banking giant.
UniCredit’s stakebuilding emerged in September 2024, catching the German government off guard. Since then the Italian bank, which at €96 billion has a market capitalisation almost three times that of Commerzbank, has amassed a 29 per cent holding through a combination of share purchases and derivative transactions.
Commerzbank’s board and Berlin have voiced their opposition to UniCredit’s advances, with the government, which still holds more than a 12 per cent stake, stating a desire for Commerzbank to remain independent.
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UniCredit said on Monday that the voluntary exchange offer of 0.485 of its own shares for each Commerzbank share was designed to overcome the “30 per cent cliff edge” in German takeover law and foster constructive engagement.
Having built a stake just below that level, the bank risked being pushed above the threshold – which would trigger a mandatory offer – whenever Commerzbank bought back shares.
“Every time there’s a share buyback we need to sell to remain below 30 per cent, which creates risk for us,” Orcel said. Launching the offer removed that risk while allowing UniCredit flexibility over whether to pursue full control, he added.
“The board of UniCredit regards this offer as a sensible, pragmatic measure with no downside given that the existing stake continues to be significantly value accretive irrespective of the offer,” the Italian bank said.
Orcel said UniCredit had a “long period of positive engagement [with Commerzbank] as an institutional shareholder behind closed doors”. However, he added that the lender had “not been able to engage more substantially in areas where we think we could give a contribution, and the answer has always been that we needed to make a proposal”.
UniCredit already has a presence in Germany through its HypoVereinsbank (HVB) subsidiary, which it acquired in 2005.
Commerzbank said the proposed takeover offer had not been co-ordinated with it, and that UniCredit’s announcement lacked details of the “key terms of a value-creating transaction” that could form a basis for discussions.
Commerzbank chief executive Bettina Orlopp said the lender remained confident in its strategy of “independence and profitable growth”.
A German finance ministry spokesperson said on Monday that the government would continue to “support Commerzbank’s strategy of maintaining its independence”, adding that “a hostile takeover would be unacceptable, especially since Commerzbank is a systemically important bank”.
“The government’s stance remains entirely unchanged today and is the same stance that the minister of finance has taken from day one,” they added.
Shares in Commerzbank rose as much as 4 per cent in early trading in Frankfurt, while UniCredit’s share price fell 2 per cent in Milan.
The Italian bank said on Monday it planned to offer 0.485 of its own shares for each Commerzbank share in a voluntary exchange offer beginning in early May. – Copyright The Financial Times Limited 2026
