UniCredit presses €40bn Commerzbank bid

Italy's UniCredit has mounted a €40 billion all-share takeover bid for Commerzbank, intensifying a protracted battle over the German lender’s future. As part of this effort, UniCredit has built its shareholding in Commerzbank to around 40%, giving it a significant presence in the bank’s investor base.

UniCredit had initially set a goal of lifting its stake just above 30%. A holding of that size is generally regarded as sufficient to control shareholder resolutions at general meetings, and UniCredit’s current roughly 40% position goes well beyond that target.

The increase in its stake positions UniCredit as the dominant shareholder in Commerzbank, even as the wider outcome of the takeover attempt remains uncertain. The scale of its bid underscores the strategic importance it attaches to gaining influence over the German lender.

The takeover battle has widened into a dispute over how the bid and tendered shares are being portrayed. UniCredit has publicly rejected suggestions that the actual number of tendered Commerzbank shares is lower because some of those shares were borrowed from UniCredit.

The bank described these allegations as "false and without foundation" and moved to challenge the narrative surrounding investor support for the offer. By pushing back on the claims, UniCredit is seeking to defend the perceived legitimacy and strength of its tender.

UniCredit has asked Germany’s financial regulator BaFin to look into Commerzbank’s statements connected to the bid. The bank has also said it would consider the most appropriate action to protect its interests, indicating it is prepared to respond further if needed.

A representative for BaFin stated that the regulator could not comment on specific procedures or on individual companies. This leaves open what, if any, regulatory steps may follow UniCredit’s request, while the disagreement between the two banks remains unresolved.

With a roughly 40% stake, UniCredit now holds a position that is generally seen as sufficient to exert substantial influence over Commerzbank’s shareholder decisions. This concentration of ownership could shape outcomes at future shareholder meetings, even in the absence of a completed takeover.

At the same time, the contested nature of the bid and the scrutiny of public statements highlight ongoing uncertainty over Commerzbank’s ownership structure. The regulatory and corporate responses that follow will be central to determining whether UniCredit’s offer can progress or must be reconsidered.