Commerzbank’s Record Quarter and Retail Rebuff Reinforce Resistance to UniCredit Takeover
27.06.2026 - 17:45:01 | boerse-global.de
Commerzbank is staring down the final hours of UniCredit’s extended tender offer with a potent dual narrative: its best-ever quarterly profit proves the bank can go it alone, while the vast majority of its private shareholders have already voted with their feet by ignoring the bid. That combination gives management powerful ammunition to keep arguing that independence, not a takeover, is the right path.
Of the 12.51% of shares ultimately tendered by the regular deadline, 11.17 percentage points came from banks. Institutional investors chipped in 1.29 points, and retail investors – a group that numbers more than 500,000 – accounted for a meagre 0.05 points. Commerzbank seized on that breakdown, telling shareholders in a letter dated June 26 that its ownership structure remains “essentially unchanged” and that the offer has failed to win over the investors who matter most for a long-term hold.
UniCredit naturally spins the same numbers differently. Counting the 12.51% tendered, the 26.77% it already holds, and a further 3.22% from instruments with physical delivery rights, the Italian lender says its total position reaches 42.50% on a pro-forma basis. That bluster, however, is built on a shaky base: the overwhelming majority of acceptances came from fellow banks, not from the retail or institutional holders Commerzbank would rather keep loyal.
The offer remains open until July 3 under a further acceptance period, and UniCredit is actively urging remaining shareholders to tender before that window closes. Commerzbank’s board and supervisory board continue to recommend rejection, pointing to the strength of the standalone strategy, “Momentum 2030”.
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That strategy now has a powerful data point in its favour. For the first quarter of 2026, Commerzbank reported an operating result of nearly €1.36 billion – a record in the bank’s history. Net profit came in at €913 million. Management promptly lifted its full-year target, now guiding for net profit of at least €3.4 billion. The bank believes those figures validate its decision to resist UniCredit’s advances and pursue an independent course.
The transformation plan underpinning that confidence is ambitious. Commerzbank is pouring hundreds of millions into digitalisation while simultaneously cutting thousands of jobs to reduce costs permanently. The goal is to push net profit to almost €6 billion by 2030 and achieve a return on equity of 21%. At May’s annual general meeting, shareholders approved a dividend of €1.10 per share and endorsed a new share buyback programme, with a commitment to raise the payout ratio to at least 50% of earnings over time.
Yet the bull case is not without its thorns. Restructurings of this scale rarely run smoothly; large-scale job cuts and complex IT projects carry execution risk that often only surfaces years later. Meanwhile, UniCredit’s persistent attention is a distraction that consumes management bandwidth. Broader macroeconomic headwinds – falling interest rates, a sluggish German economy, and ferocious competition in European banking – could also squeeze margins and derail the earnings trajectory.
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The stock market, for now, is giving Commerzbank the benefit of the doubt. The shares closed on Friday at €37.68, just 3% below the 52-week high of €38.85 set on June 19. Over the past twelve months the stock has gained about 39%, reflecting investor optimism about the turnaround even as the takeover saga rumbles on.
The next few days are packed with catalysts. The extended acceptance period ends on July 3. UniCredit is expected to publish the final result of its offer on July 8, and investors will parse the numbers closely to see whether the Italian bank can still build momentum. Shortly after, on August 6, Commerzbank will release second-quarter results, offering the first real test of whether the upgraded annual target is within reach. Each of these events will either strengthen management’s hand – or open the door for UniCredit to make a more compelling case.
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