German banking supervisory authority BaFin prohibits negative statements by Unicredit on Commerzbank

Germany's banking supervisory authority BaFin has banned Unicredit from making publicly accessible 'statements in conferences' or 'dialogues with analysts' or 'publications on social networks' that describe the economic situation of Commerzbank and its subsidiaries in a negative or sensationalistic manner as of Friday 24 April. The prohibition extends to public statements that describe the bank as inadequately managed, with a short-term orientation. This ban is aimed at Unicredit's statements about Commerzbank as the bank subject to the public share exchange offer announced on 16 March by Gae Aulenti: the ban will expire at the end of the offer period.

This intervention by BaFin, especially in its harshness, has no precedent in Germany, according to well-informed sources.

However, UniCredit's response came shortly afterwards: "This announcement was designed to promote the positive view we have of Commerzbank, but we fully recognise that the translation of one word of the original statement into English may have generated some ambiguity in German, allowing for distorted interpretations. We immediately removed the content and clarified the facts to Commerzbank and all those who requested an explanation. In light of this, we are surprised by the reactions recorded. That said, we believe that some of the rhetoric used to counter this operation was, from the outset, overly aggressive and characterised by highly personal tones. It would be in the interest of all stakeholders to adopt a more measured approach, so as to focus attention on the substance of the matter, i.e. on how to build the best possible future for Commerzbank. That is the only issue that really matters'.

In a call with analysts last Monday, Unicredit's CEO sharply criticised the way Commerzbank is being managed. Andrea Orcelhe did not just argue that Germany's second-largest bank is underperforming its potential, or that the stock's stock price on the stock market does not represent the fundamentals, but also said that the current business model of Commerzbank looks too much at the short term and exposes the bank to medium-term risks that could lead to further restructuring. These judgments were also subsequently disseminated in social networks and in interviews.

This scaremongering, which extolled the risks Commerzbank was allegedly taking by exposing its shareholders, a harsh warning that could create market turmoil, was dismissed by Commerzbank itself in a long communiqué published on Monday evening. In the statement, the bank described Unicredit's approach as 'aggressive, hostile and misleading'. The German bank's CEO Bettina Orlopp said she was astonished 'that it has taken UniCredit more than 18 months to present a unilateral plan that denotes a basic lack of understanding of the drivers of our business model, despite regular meetings with investors during this period'. The bank recorded the best results in its history in 2025.