Commerzbank CEO Orlopp Makes Personal Plea to Shareholders as UniCredit’s Deadline Looms
28.06.2026 - 03:44:59 | boerse-global.de
With just days left before the extended acceptance period closes on 3 July, Bettina Orlopp has taken the unusual step of writing directly to Commerzbank shareholders. The chief executive’s message leaves no room for ambiguity: reject the UniCredit exchange offer.
Orlopp’s letter, published on 26 June, rests on two pillars. First, she argues that the Italian lender is offering no meaningful premium. Second, she contends that the bid lacks a coherent plan that builds on the strengths of Commerzbank’s Frankfurt-based business model. The bank’s standalone strategy – known internally as “Momentum 2030” – will deliver superior value, the letter insists.
Numbers war erupts over acceptance rates
The takeover battle has increasingly become a contest of competing statistics. UniCredit reported progress in tenders after the regular acceptance period ended on 16 June. Commerzbank pushed back sharply, claiming that barely more than 1% of shares from free float had been tendered by that cut-off. Retail participation was described as close to zero.
More pointedly, Commerzbank’s management suspects that friendly banks submitted shares to artificially inflate the acceptance figures. The institution called on regulators to scrutinise UniCredit’s reported stake build-up as early as June. UniCredit, for its part, countered that tendered shares, combined with existing holdings and instruments requiring physical delivery, amount to 42.50% on a pro forma basis. The exchange offer itself values each Commerzbank share at 0.485 new UniCredit shares.
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Both the supervisory board and the management board formally rejected the offer in their mandatory statement under Section 27 of the German Securities Acquisition and Takeover Act (WpÜG). Their grounds echoed Orlopp’s case: inadequate premium, share price trajectory, analyst price targets, and the bank’s own value-creation potential.
Stock holds near highs as key dates approach
Commerzbank’s shares closed Friday at €37.68, roughly 3% off the 52-week high of €38.85 reached in mid-June. Over twelve months the stock has surged nearly 40%. That performance gives management further ammunition in its argument that shareholders are better off waiting.
The extended acceptance period runs until 3 July. The official result is scheduled for 8 July, barring any timeline changes. If the bid falls short of the threshold, Orlopp’s appeal will have succeeded. If UniCredit secures enough acceptances, the fight moves to a different phase.
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Commerzbank is also keeping up the operational pressure. Second-quarter results are due on 6 August, and the board has explicitly linked that announcement to providing fresh proof of the bank’s standalone strength. For now, all eyes are on 3 July – the point at which the takeover saga either ends or enters a new chapter.
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