Commerzbank's €3.4 Billion Defense: Full Payout Plan Aims to Keep UniCredit at Bay
Published on 07/10/2026 at 14:44 | Redaktion boerse-global.de
Commerzbank’s management is firing back at UniCredit’s creeping advance with a promise to hand over nearly all future profits to shareholders. On Friday, the Frankfurt-based lender updated its 2026 net income target to at least €3.4 billion – up from the previous range starting at €3.2 billion – and pledged to distribute roughly 100% of earnings (after deducting AT1 coupons) from 2026 through 2028 via dividends and share buybacks.
The move is part of a broader counter-offensive under CEO Bettina Orlopp, who took the helm at the height of the takeover drama. Under the “Momentum 2030” strategy, Commerzbank plans to cut around 3,000 full-time jobs by the end of the decade while reinvesting in digital growth. The signal to investors is clear: the bank believes it can deliver superior returns as a standalone institution, without ceding control to Milan.
That message was reinforced by the results of UniCredit’s exchange offer, which expired on July 3. Only 17.6% of Commerzbank shares were tendered, pushing UniCredit’s total voting stake to 47.59% – or a pro-forma 49.65% when accounting for planned buybacks by Commerzbank. Crucially, Commerzbank says less than 2% of the tendered shares came from truly independent institutional or retail investors; the overwhelming majority, it argues, originated from parties linked to UniCredit itself. Orlopp has used that data point to claim that independent shareholders back the bank’s solo path.
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Yet UniCredit’s holding remains far from enough to force a full merger. Under German law, a domination agreement or squeeze-out requires a 75% majority of the capital represented at the shareholder meeting – a threshold the Italian bank is nowhere near achieving. The German government, which still holds roughly 12% of Commerzbank shares, has branded UniCredit’s approach “inakzeptabel” and shows no inclination to sell. Labour representatives have threatened to withdraw cooperation if a hostile takeover proceeds.
Legal relief came from an unexpected quarter: the Frankfurt public prosecutor’s office has closed its probe into possible market manipulation related to UniCredit’s stake-building, saying it found insufficient grounds to open a formal case. That removes one potential headache for Andrea Orcel’s team, but the main regulatory hurdles remain. The European Central Bank is expected to decide in September whether UniCredit may officially cross the 30% voting-rights threshold that would imply de facto control. A full review of any combination is unlikely before 2027.
On the stock market, Commerzbank’s shares are trading near their 52-week high of €38.85, reached on June 19. On Friday they closed at €38.34, up 1.46% on the day and 5.01% higher year to date. Over the past twelve months the stock has risen 32.21%. Technical indicators suggest no overheating – the relative strength index stands at 55, with the price 2.55% above its 50-day moving average.
For now, the standoff is tilting toward the defensive side. UniCredit holds a large blocking minority but cannot unilaterally push through a merger. Commerzbank’s next quarterly results, due on August 6, will offer another test of whether operational momentum can match the strategic rhetoric. With the ECB’s ruling looming in September, the battle for Germany’s second-largest private bank remains a game of political and regulatory chess – and Commerzbank has just moved to put more cash on the board.
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