Commerzbank’s Defence Takes Shape as UniCredit’s May 5 Offer Looms

The chessboard is set for a decisive month at Commerzbank, where management is rolling out a dual-pronged strategy of ambitious profit targets and workforce reductions to convince investors that independence beats a Milanese takeover. With UniCredit formally tabling its offer on May 5, the Frankfurt lender is racing to prove its standalone value through numbers rather than rhetoric.

Profit Ambitions That Outrun the Bid

Bank of America has thrown its weight behind the defence, upgrading Commerzbank shares to “Buy” on Wednesday with a price target of €42.00 — a full €6.79 above the last Xetra close of €35.21. Crucially, the analysts base their optimism not on M&A premiums but on operational momentum, pointing to annual earnings-per-share growth exceeding 20% over a five-year horizon. They expect the upcoming strategy update to unveil more aggressive profitability targets for 2030 alongside generous shareholder returns.

The numbers coming out of Frankfurt give that thesis some heft. Management is targeting a net profit north of €3.2 billion by 2026, with the medium-term aim of breaching the €4 billion mark. The updated “Momentum” strategy, due for unveiling on May 8 alongside first-quarter results, pushes that further: a net profit of €4.2 billion by 2028. A key efficiency metric — the cost-income ratio — is slated to fall to around 54% by 2026, a level that would mark a significant improvement from recent years.

Job Cuts as a Shield

To get there, CEO Bettina Orlopp is leaning into restructuring. The bank already announced in February 2025 plans to cut roughly 3,900 full-time positions on a gross basis by 2028, primarily in central and staff functions. Now, according to reports, an additional round of headcount reductions is in the pipeline, though the precise scale remains unclear. An agreement with worker representatives on a framework for social plans and reconciliation of interests is already in place, with reductions to be achieved through part-time retirement, early retirement, and severance packages.

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The overall global headcount is expected to stay broadly stable, as the bank plans to hire simultaneously in other areas. Works council chief Sascha Uebel has positioned himself firmly behind the independence strategy, arguing that a standalone course will cost significantly fewer jobs than integration into the Italian group.

The Offer and the Gap

UniCredit CEO Andrea Orcel is pressing ahead regardless. The Italian bank, which already holds just under 30% of Commerzbank — precisely the threshold triggering a mandatory offer for the entire institution — will present its formal bid on May 5. UniCredit shareholders vote a day earlier on the necessary capital increase. Market observers expect a four-week acceptance period for the offer.

The exchange ratio implies a price of €30.80 per Commerzbank share — well below the average analyst price target of around €38 and a chasm below BofA’s new €42 target. That the stock trades comfortably above the offer price, at €35.21, signals the market expects a sweetener. The current level sits just under 7% below the 52-week high but well clear of the bid.

A Calendar Packed with Crossroads

The coming days bring a dense sequence of events that will shape the outcome:

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• May 4: UniCredit shareholders vote on the capital increase
• May 5: Formal takeover offer expected from Milan
• May 8: Commerzbank reports first-quarter results and unveils “Version 2.0” of its strategy, likely including concrete details on further job cuts
• May 20: Annual general meeting, where shareholders vote on a sharply increased dividend of €1.10 per share — up from €0.65 last year — alongside ongoing share buybacks that together would return around €2.7 billion to investors
• May 26: Dividend payment, assuming shareholder approval

Technically, the stock has already responded to the heightened drama. A move above the 100-day moving average has established a stable uptrend, with the next target being the six-month high from January at exactly €36.42.

Who Holds the Cards

While the regulatory conclusion isn’t expected until 2027 according to UniCredit, the market anticipates a decision on the takeover process by the end of June at the earliest. In the meantime, the power rests with institutional investors, who hold roughly 37% of Commerzbank shares. For Bettina Orlopp, next week’s numbers will be her best weapon — the fundamental defence line meeting the formal offer head-on.

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