Commerzbank Holds Near Peak as Government Veto and Tender Standoff Deepen UniCredit’s Takeover Impasse
23.06.2026 - 02:53:35 | boerse-global.de
Commerzbank shares have been defying the uncertainty surrounding UniCredit’s takeover bid, trading just below a 52-week high of €38.85 set last week. The stock, which slipped 0.6% to €38.10 recently, has climbed roughly 34% over the past twelve months, reflecting investors’ confidence in the lender’s standalone strength even as the takeover drama drags on. That calm, however, masks a deep strategic stalemate: Berlin has drawn a red line around its 12% stake, and UniCredit’s tender offer is drawing only lukewarm support from other shareholders.
The German government reaffirmed on Monday that it has no intention of selling its stake, effectively blocking UniCredit’s path to a full squeeze-out. To force out minority shareholders, the Italian bank would need to control 90% of voting rights — a threshold it remains far from. UniCredit currently holds roughly 42.5% of Commerzbank, comprising 26.77% directly owned shares, 12.51% of stock tendered in the current offer, and 3.22% via financial contracts. That figure could edge up to 44.33% after Commerzbank completes its planned share buybacks, but without the state’s shares, UniCredit cannot delist the bank or impose a domination agreement. Berlin argues that selling would undermine the bank’s role in financing Germany’s Mittelstand and weaken the Frankfurt financial hub.
UniCredit has extended the acceptance period for its share-exchange offer to July 3, with final results due on July 8. So far only 12.51% of shareholders have accepted the bid, a low uptake that prompted the extension. Dirk Sammüller, a fund manager at Greiff Special Situations, has explicitly advised investors not to tender their shares, betting that UniCredit will eventually be forced to sweeten its offer. He points to growing pressure on the Italian bank from consolidation within Italy’s own banking sector as a reason to hold out for a higher cash bid.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s management continues to reject the approach outright. A secret meeting in late May between CEO Bettina Orlopp and UniCredit chief Andrea Orcel failed to bridge their differences. Three main sticking points remain: the demand by Commerzbank for a double-digit takeover premium, the fate of the bank’s international network — it operates in 40 countries and handles a significant slice of Germany’s foreign trade — and the potential for job cuts. The German lender is pressing ahead with its “Momentum 2030” strategy and argues that UniCredit’s offer does not reflect fair value.
With the deadline for the tender offer now extended and Berlin holding firm, UniCredit’s ability to gain full control of Commerzbank looks increasingly remote. The market will watch the July 8 announcement for the final acceptance tally, but unless the Italian bank significantly improves its terms, the standoff is likely to continue — leaving the government’s 12% stake as the ultimate trump card.
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