UniCredit has turned its long pursuit of Commerzbank into a formal takeover fight.
On Tuesday, the Italian lender said it had launched its €35 billion all-share offer for the German bank just one day after UniCredit shareholders approved the capital increase needed to back the deal.
The takeover bid came as UniCredit reported record first-quarter profit of €3.2 billion.
The timing is crucial as UniCredit wants the market to see strength, scale, and resolve, even as Berlin keeps pushing back and Commerzbank insists it wants to stay independent.
The deal Berlin did not want, but could not fully block
At its core, this is a political as much as a financial story.
The German government still owns 12.7% of Commerzbank and has repeatedly said a hostile takeover would be unacceptable.
Commerzbank chief executive Bettina Orlopp has also been blunt, calling UniCredit’s approach hostile and accusing the Italian bank of offering “very low” value and too little detail on how any merger would work.
Even so, UniCredit has kept building its position since 2024 and now owns 26.77% directly, with its total exposure higher once derivatives are included.
The structure matters as UniCredit’s offer is a voluntary share exchange, set at 0.485 UniCredit shares for each Commerzbank share, which the bank said implies a price of €30.8 a share, or about a 4% premium to the reference price in mid-March.
The point is to move just above the 30% threshold under German takeover rules, where larger purchases become easier later without forcing an immediate full-control bid.
UniCredit says settlement is expected by the first half of 2027, after regulatory approvals.
Orcel’s pitch: Bigger profits, sharper focus
Andrea Orcel is arguing that Commerzbank is worth more inside UniCredit’s orbit than on its own.
In late April, UniCredit presented a transformation plan for the German lender that targeted roughly €5.1 billion in net profit by 2028, about €600 million above current consensus estimates.
The plan also called for tighter cost control, a leaner international footprint, and a stronger push into the German market through HypoVereinsbank, UniCredit’s existing local arm.
Orcel has implied that Commerzbank can either stay as it is or become part of a larger bank with a clearer industrial strategy.
UniCredit is not waiting for the deal to close before benefiting from the position it already holds.
The bank said on Tuesday that its first-quarter profit was helped by higher dividends from strategic financial investments and by bringing its life insurance business in-house.
It also raised its full-year profit forecast to at least €11 billion, giving Orcel more room to argue that the Commerzbank bid is a strategic move.
A test case for Europe’s next banking phase
The wider significance goes beyond one German lender.
The offer is one of the biggest European cross-border banking deals since the 2008 financial crisis, which is why the bid is being watched so closely in Frankfurt, Rome and Brussels.
The European Central Bank’s chief supervisor, Claudia Buch, said on Monday that supervisors treat cross-border and domestic mergers alike, even as she warned governments not to weaken bank capital rules just to encourage lending.
That puts the policy mood firmly on the side of consolidation, even if the politics are still messy.
For investors, the message is that this is no longer just a rumor or a stake-building exercise.
UniCredit has now put a formal offer on the table, Commerzbank has rejected it, and Berlin is still resisting.
What happens next will matter well beyond these two banks, because the deal is effectively a referendum on whether Europe can build larger lenders that compete more like their US peers.
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