Milan, May 4, 2026, 20:03 (CEST)
- UniCredit shareholders signed off on a capital hike, clearing the way for up to 6.7 billion euros to support the Commerzbank exchange offer.
- The offer kicks off May 5 and will run four weeks, sending the pressure right back to Frankfurt and Berlin.
- Commerzbank argues the offer lacks a meaningful premium and puts its German corporate-banking model at risk.
On Monday, UniCredit shareholders gave the green light for the Italian lender to issue new shares as part of its planned all-share bid for Commerzbank, clearing a significant internal obstacle just ahead of Tuesday’s anticipated formal exchange offer. At their Milan gathering, investors signed off on a capital increase of up to 6.704 billion euros—plus any share premium—by authorizing the issuance of as many as 470 million ordinary shares.
The outcome is pivotal, flipping Andrea Orcel’s drawn-out stake accumulation into an actual proving ground for Europe’s bank consolidation push. UniCredit stands as Commerzbank’s top investor and wants to breach the 30% line—but not grab full control yet—a move that lets it push harder for negotiations, while sidestepping a big capital hit.
UniCredit’s direct holding in Commerzbank reached 26.77% as of late April, according to a filing. Factoring in derivatives, that number jumped to 32.64%. UniCredit and Commerzbank have been at loggerheads since 2024, after UniCredit started amassing shares in the German bank and advocated for a tie-up.
UniCredit had set the exchange ratio at 0.485 UniCredit shares for every Commerzbank share—valuing Commerzbank at 30.80 euros per share, which put the offer at a 4% premium to the March 13 closing price. Back in March, UniCredit said it aimed to formally kick off the offer in early May, laying out a four-week window for shareholders to respond and targeting settlement in the first half of 2027, pending regulatory clearance.
Chairman Pier Carlo Padoan told investors UniCredit expects Commerzbank to “generate a significantly higher value,” noting that the Italian lender had spent 18 months trying to set up a productive dialogue. Padoan insisted UniCredit would stick to a disciplined approach and only move ahead with an offer if it benefits its own shareholders. Borsa Italiana
Commerzbank didn’t hold back. Deputy CEO Michael Kotzbauer, speaking in an interview posted on the bank’s website via FAZ, argued UniCredit’s proposal would “break up the Bank” in its current form and brings shareholders “no premium.” Commerzbank
Kotzbauer pushed back on the idea that Commerzbank was shutting out UniCredit, clarifying that the Italian lender hadn’t actually come forward with any real proposals or shown much appetite for detailed talks about Commerzbank’s business model or its plans for the German bank. Defending Commerzbank’s international operations, he pointed out that roughly 58% of corporate-client revenue is directly tied to its foreign network.
The fight turns on that network. Commerzbank positions itself as a crucial lender for Germany’s Mittelstand — the small and mid-sized firms powering the country’s exports — saying it covers about 30% of German foreign trade. UniCredit is eyeing ways to overhaul the bank. Commerzbank counters that such changes would threaten the very franchise that underpins its worth.
Germany’s political barriers hold firm. Chancellor Friedrich Merz, speaking last month, emphasized Europe’s need for big banks, though he cautioned, “not every form and type of takeover is welcome in Germany.” Both Commerzbank and Berlin have labeled UniCredit’s move as hostile. UniCredit, for its part, insists the German lender is in need of more substantial reform. Reuters
UniCredit faces a tricky spot with its offer—there’s a real possibility uptake falls into a grey area: not enough backers to sway sentiment, but just enough interest to force the issue of control and capital sooner than anticipated. Back in April, Reuters noted UniCredit’s pitch involved a low premium, designed to keep its holding just over 30%. Any slip into a controlling position would drag in fresh regulatory headaches, and potentially complicate matters at Commerzbank’s Polish arm, mBank.
Monday’s vote failed to spark a rally. UniCredit slid 2.38% to 64.06 euros in Milan, tracking broader losses for Italian banks. The FTSE MIB shed 1.59%. UniCredit is set to report first-quarter results on May 5, before the Milan market opens.
Now the focus shifts to Frankfurt. Commerzbank’s management and supervisory boards plan to examine the offer as soon as it’s out, promising a formal opinion as required by German takeover rules. Shareholders, for now, are being urged to hold off on any decisions until that review lands. Should UniCredit release its offer in May, Commerzbank says a verdict could come late June or sometime in July. Finalization? Not before 2027.
