Commerzbank Board Cuts Knof’s Pay by 30% Over Undisclosed Orcel Meeting, Barclays Sees 42 Euros as Q1 Profit Jumps 11%

The power struggle between Commerzbank and UniCredit took a fresh turn this week as the Frankfurt lender’s annual general meeting approved a 30% reduction in former CEO Manfred Knof’s compensation — a penalty for failing to report a private meeting with UniCredit boss Andrea Orcel. The unusual governance move came as shareholders overwhelmingly backed a dividend of €1.10 per share with 99.88% approval, underscoring the board’s determination to maintain its independence against the Italian bank’s hostile approach.

The decision lands as Commerzbank’s stand-alone credentials get a powerful boost from Barclays Capital. The British bank reaffirmed its “Overweight” rating and a price target of €42.00 on Friday, arguing that shareholders face a favourable risk-reward profile regardless of whether the UniCredit offer improves or the bank executes its own strategy. The stock closed at €36.91, just 2.2% below its 52-week high of €37.75, with the Relative Strength Index at 72.5 — technically overbought but still within a chart corridor analysts have set between €31 and €38 for the next four weeks.

Q1 results provide ammunition for both sides

Operationally, the bank delivered a strong first quarter. Operating profit rose 11% year-on-year to €1.4 billion, while net profit advanced 9% to €913 million. The management raised its full-year net income guidance to at least €3.4 billion, targeting a return on tangible equity of around 17% by 2028. These numbers form the backbone of the board’s argument that Commerzbank is worth more than what UniCredit is offering.

Should investors sell immediately? Or is it worth buying Commerzbank?

The Italian lender currently controls 38.87% of Commerzbank’s shares — 26.77% held directly and another 12.10% via total return swaps. Yet its formal exchange offer of 0.485 new UniCredit shares for each Commerzbank share has attracted only about 1.1% of stockholders. The acceptance period has been extended to July 3, 2026, a sign that the process is grinding along slowly. At current UniCredit prices, the implied offer value stands at roughly €31.07 per Commerzbank share, far below the €42 target Barclays sees and well under the €36.91 closing price.

Barclays sees two paths to €42

Analyst Flora Bocahut at Barclays outlined two scenarios that could push the stock toward the €42 target. In one, UniCredit’s own share price climbs to around €80, lifting the implied value of the exchange offer to about €38.80 — still shy of €42 but closer. In the other, Commerzbank delivers its stand-alone plan, which already enjoys strong operating momentum. The bank’s board and supervisory board formally advised shareholders on May 18 to reject the offer, citing inadequate premium and significant risks.

Adding to the narrative of management autonomy, the US equity portfolio of Commerzbank saw a notable shift. Microsoft overtook Alphabet as the largest single holding after the bank boosted its stake by 21.45%. The total value of the US portfolio stands at roughly $4.78 billion.

A week defined by three variables

For the week ahead, traders will focus on three factors: the trajectory of UniCredit’s stock, any potential sweetening of the offer, and Commerzbank’s ability to keep delivering strong operating results. The Barclays call provides a clear benchmark at €42, reinforcing the message that investors holding Commerzbank shares are not simply speculating on a takeover — they are betting on a bank that is increasingly proving it can succeed on its own terms.

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