Finance

Commerzbank: UniCredit plan vague and with considerable risks

German bank's board advises against UniCredit takeover bid

by Isabella Bufacchi

18 May 2026

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2' min read

Translated by AI

Versione italiana

2' min read

Translated by AI

Versione italiana

Commerzbank formally rejected the offer of UniCredit for the takeover of the German credit institution, confirming its position of resistance, already in place for months, to the attempted cross-border takeover. An all-out "No" to the share exchange offer launched by Unicredit on Commerz.

In a joint formal statement, Commerzbank's management board and supervisory board today recommended that the shareholders of Germany's second-largest bank 'do not accept Unicredit's exchange offer'. Calling it 'an opportunistic attempt to gain control'.

There are four reasons for the rejection of the offer, argued in a lengthy document: the premium 'is not adequate and does not reflect the value' of Commerz; Unicredit's plan is 'vague and entails significant risks"; Unicredit "significantly underestimates revenue losses, overestimates synergies, and forecasts unrealistic implementation times"; Commerzbank's current management's "Momentum 2030" strategy "creates more value for shareholders, with low implementation risk". The board is also convinced that Unicredit 'has not presented a comprehensible and reliable strategic plan for a merger'.

At the presentation of the results for the first quarter of 2026 on 8 May, Commerz's CEO Bettina Orlopp had already criticised the offer bitterly, advising shareholders to reject it and announcing the 'reasoned' declaration required by the German Takeover Act.

As for the 'inadequate' premium and the offer 'not adequately reflecting the actual value and potential' of Commerz, the board of directors and supervisory board claim that they examined the offer thoroughly, taking into account the bank's historical share price, analysts' price targets, standard takeover premiums, valuation multiples of European banks, the legally stipulated minimum price and the potential value based on the Momentum 2030 business plan. They concluded that 'the calculated offer value shows a considerable discount'.

A bid estimated to be worth 37 billion

Unicredit's offer reflects a value of approximately 37 billion Commerz.

As for Unicredit's plan, which forecasts better results than Momentum 2030, the statement on the rejection of the offer criticises 'UniCredit's planned staff reductions, the overall integration of IT' and predicts 'loss of earnings due to overlaps in corporate banking'. Furthermore, according to Commerzbank's calculations, the synergies envisaged by UniCredit 'are neither reliable nor convincing and are described by UniCredit itself as speculative'.

The board also pushes the button on the planned reduction of Commerzbank's international network, stating that it would 'severely weaken its ability to support SMEs with a strong export component worldwide'.

Unicredit's plan, however, was made without due diligence and without access to Commerzbank's internal information: it is therefore foreseeable that it may be modified when Unicredit comes into possession of more information. As for the premium, Unicredit's ad Andrea Orcel stated from the outset that he was prepared to modify it: the exchange offer was also launched in order to open a better dialogue with Commerz's top management, an objective that does not seem to have been achieved at the moment.

Unicredit's potential exposure to Commerzbank has increased to 38.87 per cent. This is stated in a stock exchange filing. The document shows the shareholding remains at 26.77% of the capital and to this is added another 3.22% package linked to total return swaps. The total is 29.9%. Another 8.88% is related to derivatives settled exclusively in cash. All this brings the potential exposure to 38.87%

Isabella Bufacchivicecaporedattore corrispondente dalla Germania
Luogo: Francoforte, Germania
Lingue parlate: inglese, francese, tedesco, spagnolo
Argomenti: mercato dei capitali, ECB watcher, fixed income e debito, strumenti derivati, Germania
Premi: Premio Ischia Internazionale di Giornalismo per l’analisi economica, Premio Q8 per giovani giornalisti economici
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