Commerzbank Shareholders Hand Management a Clear Mandate to Walk Away from UniCredit
20.05.2026 - 21:51:37 | boerse-global.de
Commerzbank’s annual general meeting in Wiesbaden became a showdown over the bank’s future, with management winning overwhelming backing for its independence push just as a fresh set of quarterly numbers gave it ammunition to question the logic of UniCredit’s takeover bid. The lender’s first-quarter net profit jumped 9.6% to €913 million, a result that chief executive Bettina Orlopp used to argue that going it alone delivers more value than any tie-up on offer.
Orlopp told the roughly 1,030 shareholders present that UniCredit’s exchange ratio of 0.485 of its own shares for each Commerzbank share was simply not good enough. That proposal values Commerzbank at roughly €31.07 per share, far below Wednesday’s closing price of €37.26 — just 1.30% off the stock’s yearly peak. The gap is even wider when factoring in the cost of integration: internal calculations show that merging into UniCredit’s structure would erase more than €1 billion in revenues, a figure Orlopp said the Italian bank has seriously underestimated.
Supervisory board chairman Jens Weidmann sharpened the attack by putting UniCredit’s own balance sheet under the microscope. He highlighted the Italian lender’s heavy exposure to its home country’s sovereign bonds, a pile of non-performing loans, and its residual Russian operations as risks that would land on the desks of any Commerzbank investor who accepted the exchange offer. Weidmann also accused the Italians of misleading communication, saying the hostile approach had damaged trust.
Should investors sell immediately? Or is it worth buying Commerzbank?
Shareholders showed where their loyalties lie by approving the proposed dividend of €1.10 per share with a 99.88% majority. Combined with the buyback programme already under way, the bank is returning roughly €2.7 billion to investors. A fresh authorisation for additional repurchases of up to 10% of share capital was also passed, a move widely seen as a defensive tactic to make any takeover more expensive. Notably, Hendrik Schmidt of DWS pointed out that UniCredit, as the largest single shareholder, would collect nearly €350 million of that dividend payout while trying to buy the bank on the cheap.
The fight is now firmly focused on the numbers behind Orlopp’s “Momentum 2030” strategy. She has pledged to lift net profit to at least €3.4 billion in 2026 and €5.9 billion by the start of the next decade, while pushing return on equity to 21%. Job cuts and heavier investment in artificial intelligence are central to the plan, which is designed to show that the German lender can deliver on its own steam.
UniCredit already holds almost 30% of Commerzbank directly and has locked in voting rights over 38.87% of the shares through derivative instruments. The German government, which still owns 12.11% of the stock, continues to back management’s independent line, adding a political layer to the stand-off. Outside the AGM venue, employees protested against what they fear would be far deeper cuts under Italian ownership than under the current restructuring.
The clock is ticking for Commerzbank shareholders who might be tempted by the offer. They have until June 16 to tender their shares, with a possible extension to July 3, 2026. For now, the market seems to be betting on the board’s argument: the stock rose 2.79% on Wednesday to €37.26, and is up 43.95% over the past twelve months, though the relative strength index at 81.2 suggests the rally may be overheating.
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