Commerzbank and UniCredit Head for a Showdown as Tender Window Narrows
28.06.2026 - 06:42:35 | boerse-global.de
The clock is ticking in one of Europe’s most contentious cross-border bank battles. With just days left before UniCredit’s extended exchange offer expires on July 3, 2026, Commerzbank’s leadership has fired its most pointed salvo yet, pleading directly with shareholders to reject the Italian lender’s bid.
Bettina Orlopp, chief executive of Commerzbank, published an open letter on June 26 urging investors to hold firm. Her central complaint: UniCredit is offering no premium, and the Frankfurt-based bank’s full value can only be unlocked by staying independent. The offer — 0.485 new UniCredit shares for each Commerzbank share — has been formally rejected by both the management board and the supervisory board, citing insufficient compensation, analyst price targets, and the potential embedded in its own “Momentum 2030” strategy.
Orlopp has powerful backing. The German government, which still holds roughly 12 percent of Commerzbank, has signalled it will not sell its stake for now, a significant barrier to UniCredit’s ambitions. Meanwhile, the composition of the shareholder base is shifting. Jefferies Financial Group has raised its holding to 10.23 percent from 9.23 percent, combining shares and financial instruments, adding another layer of complexity to the takeover arithmetic.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s management has been keen to paint UniCredit’s support as hollow. According to the bank’s own breakdown of tenders received during the regular acceptance period that ended June 16, only slightly more than 1 percent of the free float shares were submitted by retail investors. The vast majority, Commerzbank argues, came from banks and counterparties that are effectively aligned with UniCredit through derivative positions. UniCredit, for its part, has countered that the total shares tendered, plus those it already holds and instruments with physical delivery, amount to 42.50 percent on a pro-forma basis.
The share price has remained remarkably steady amid the noise. Commerzbank stock closed last Friday at €37.68, just 3 percent below its 52-week high of €38.85. Over the past twelve months it has climbed nearly 40 percent, a rally that management points to as evidence of the bank’s standalone strength. A dividend of €1.10 per share for the 2025 financial year has already been confirmed, and the bank’s renewed strategy received shareholder approval in May.
Two dates now dominate the calendar. The extended acceptance period ends on July 3, with the final result due on July 8 unless the timetable slips. Then on August 6, Commerzbank will release its second-quarter earnings — an event the board has already telegraphed as a chance to demonstrate further operational momentum. Whether UniCredit can sway enough holdouts in the final stretch, or whether the German lender’s defensive line holds, will determine the fate of one of the sector’s most-watched takeover sagas.
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