Serbia Gives Nod, But Shareholders Shrug: UniCredit’s Commerzbank Bid Languishes at 1% Take-Up
31.05.2026 - 13:21:52 | boerse-global.de
UniCredit cleared another regulatory hurdle this week when Serbia’s competition commission approved its exchange offer for Commerzbank. Yet the announcement, made on 29 May, did little to mask the fundamental problem confronting the Italian lender: barely any of the German bank’s shareholders are biting.
As of 26 May, just 11.97 million Commerzbank shares — or 1.06% of the capital — had been tendered into the offer. Adjusted for treasury stock, the figure rises to 1.11%. UniCredit is offering 0.485 of its own new shares for each Commerzbank share, a swap that on 15 May was valued at €34.56 per Commerzbank share — well below the stock’s closing price that day of €36.48. By last Friday, Commerzbank shares had climbed to €36.91, posting a daily gain of 0.63% and a 30-day advance of 4.44%. Every trading day since the offer was made, the stock has traded above the implied bid value.
Commerzbank’s board and supervisory board recommended rejecting the proposal on 18 May, arguing the offer lacks a meaningful premium and fails to reflect the bank’s fundamental worth. Management points to first-quarter 2026 results that underscore stand-alone momentum: operating profit rose 11% to €1.358 billion, net income came in at €913 million, and the full-year target was raised to at least €3.4 billion. The longer-term “Momentum 2030” strategy targets group revenues of €16.8 billion, a net profit of €5.9 billion, a cost-income ratio of 43%, and a return on tangible equity of 21%.
Should investors sell immediately? Or is it worth buying Commerzbank?
UniCredit already holds a significant position — 38.87% of Commerzbank shares and voting rights, consisting of 26.77% held directly and the remainder through derivatives and other instruments. But that is a function of its own accumulation, not of shareholder appetite for the swap. To gain control, it needs a majority of the outstanding shares; with a tender rate below 2%, the distance is vast.
Serbia’s green light is just one piece of a much larger regulatory puzzle. Still pending are approvals under EU merger control, foreign trade law, the EU’s foreign subsidies regime, and financial supervisory authorities. UniCredit itself sees completion no earlier than 2027. Complicating matters further, the European Commission has flagged the need to align Italy’s “Golden Power” rules with cross-border banking consolidation, creating political uncertainty around any future deal.
Commerzbank’s defense also leans on shareholder returns. It paid a record €1.10 per share dividend, with the combined dividend and buyback programme totalling roughly €2.7 billion — 100% of adjusted net income. That cash-back-to-owners strategy is explicitly intended to build support for the independent path.
The acceptance period runs until 16 June, though UniCredit has flagged an extended period that could run to 3 July if conditions are not met. In the final week, daily tender updates will be published. The Italian bank now faces a binary choice: sweeten the terms or accept that its bid is going nowhere. For the moment, the only momentum belongs to the target.
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