Commerzbank Holders Reject UniCredit's Paper Offer as Stock Climbs 34% in a Year
Veröffentlicht: 07.07.2026 um 13:53 Uhr, Redaktion boerse-global.de
The message from Commerzbank’s free-float shareholders could hardly be clearer: they are not interested in UniCredit’s no-cash exchange offer. With only 1% of independent investors tendering their shares during the extended acceptance period that ended July 3, the market has delivered a decisive verdict — even as the stock continues to trade well above the offer’s theoretical value.
UniCredit’s bid consists solely of 0.485 of its own shares for each Commerzbank share, with no cash alternative. That leaves the offer’s worth entirely dependent on the relative share prices of the two banks. At the time the offer document was published, that value stood at just €31.07 — a steep discount to the Commerzbank share price at the time. By late June, the gap had almost closed, with the offer worth around €37.23 and Commerzbank at €37.06. But since then, the stock has pulled decisively ahead. It closed the offer period at €37.72 and has since risen further to €38.20, putting it less than 1.7% below its 52-week high of €38.85 set on June 19.
Why are holders walking away from a premium? The answer lies in Commerzbank’s own financial performance. The annual general meeting on May 20 approved a dividend of €1.10 per share for 2025, a 69% jump from the prior year’s €0.65. Combined with two completed share buyback programmes totalling €1.5bn, the bank is returning roughly €2.7bn to shareholders for 2025. Management has also raised its 2026 net profit guidance to at least €3.4bn after a strong first quarter. While no specific dividend has been set for 2026 or 2027, the bank is providing plenty of ammunition for investors who prefer independence to a Milan-based future.
Should investors sell immediately? Or is it worth buying Commerzbank?
UniCredit’s overall position in Commerzbank, however, is far larger than the latest acceptance round suggests. The Italian lender already held shares from the original offer period, its existing stake, and additional financial instruments, bringing its total holding to an estimated 38% to 41%. The exact contribution from the just-concluded extension will be disclosed when UniCredit publishes the official result on July 8. That figure — rather than the headline-grabbing 1% — will be the one that truly shapes the market’s next move.
Yet even a controlling voting stake does not mean a done deal. Under the terms of the offer document, UniCredit itself does not expect the transaction to close before 2027, with a final deadline of July 2, 2027. Multiple regulatory authorities must still approve the combination. Commerzbank’s management and supervisory board remain opposed, pointing to the lack of a control premium and the credibility of their standalone strategy. The German government has also publicly pushed back against the Italian approach.
Technically, the stock shows no signs of exhaustion. The RSI sits at 61 — comfortably below overbought territory — and the share price hovers about 4% above its 50-day moving average of €36.74, underlining the solid uptrend of recent weeks. Over the past twelve months, Commerzbank has appreciated by more than a third.
With the official acceptance count due midweek, attention will quickly shift back to operating fundamentals. If the July 8 announcement reveals another low take-up, the bargaining position of Commerzbank’s Frankfurt leadership will only strengthen. But the timeline for any resolution remains long: regulatory approvals will keep the takeover saga running well into 2027, no matter how strongly shareholders vote with their feet.
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