The 39 Percent Conundrum: Why Commerzbank’s Stock Is Outpacing UniCredit’s Offer

UniCredit now controls nearly 39% of Commerzbank, yet the official bid to take full control has barely tickled the market. The Italian lender’s offer – 0.485 of its own shares for each Commerzbank share, worth roughly €35.36 based on Thursday’s prices – has been accepted by only around 1.1% of shareholders. That leaves a yawning gap between the bid and the market’s expectations. Commerzbank closed on Friday at €36.91, a premium of nearly 5% above that implied value. Investors are betting the final price tag will be higher.

The Frankfurt-based lender’s first-quarter results provide ample ammunition for that bet. Operating profit jumped 11% to €1.4 billion, while net income rose 9% to €913 million. Management raised its full-year net profit target to at least €3.4 billion, reinforcing the message that the stand-alone strategy can deliver. At the annual general meeting, 99.88% of shareholders approved a dividend of €1.10 per share – a clear vote of confidence in the management’s “Momentum 2030” plan.

Barclays analyst Flora Bocahut sees upside either way. She reaffirmed an “Overweight” rating with a €42 price target, arguing that the risk-reward profile works in both scenarios. If UniCredit sweetens the deal, Commerzbank stock could re-rate toward that level. If the bid fails and the bank goes it alone, the earnings trajectory supports the same target. To reach €42 purely through the exchange offer, UniCredit’s own shares would need to climb to roughly €80 – a long shot from current levels.

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

Technical signals add to the tension. The stock stands just 2.23% below its 52-week high of €37.75, and the relative strength index has hit 72.5, a technically overbought zone. Over the past twelve months, Commerzbank has gained about 39%, a rally that suggests the market is already pricing in a higher bid or strong progress on the bank’s own plan. Chart technicians see a near-term corridor between €31 and €38 over the next four weeks, with the 52-week high acting as immediate resistance.

Meanwhile, governance at Commerzbank remains under a microscope. The board cut former CEO Manfred Knof’s compensation by 30% after it emerged he had met with UniCredit boss Andrea Orcel without reporting the encounter. The decision underscores the board’s determination to maintain control of the narrative even as the takeover saga drags on. On the portfolio side, Commerzbank repositioned its US equity holdings: Microsoft replaced Alphabet as the largest single position after the bank boosted its stake by 21.45%. The total US equity portfolio stands at roughly $4.78 billion.

The offer’s acceptance period runs until 3 July 2026, putting pressure on both sides to signal their next moves. On 4 June, Commerzbank’s management is due to address investors at a Goldman Sachs conference in Zurich, where further details on the “Momentum 2030” targets and planned share buybacks are expected. Whether the stock breaks above the €38 resistance and marches toward €40 will depend on either a revised UniCredit bid or compelling evidence that the stand-alone engine is firing on all cylinders.

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