UniCredit has been pitching for Commerzbank to undertake cost cuts in its international network and rampant bureaucracy in its domestic business
The flashpoint between Commerzbank and UniCredit, which began in September 2024, was reignited again, with the German lender rejecting its Italian counterpart’s fresh takeover offer, with Commerzbank CEO Bettina Orlopp accusing UniCredit of “hostile tactics and misleading characterisations.”
“We are astonished that it took UniCredit more than 18 months to present a unilateral plan that lacks basic understanding of the drivers of our business model, despite regular investor meetings during this period,” Orlopp remarked, in response to the news of the Italian lender “laying out” a strategy to improve the target’s performance independently of any deal.
After building a near 30% stake in Commerzbank since September 2024, despite strong German resistance, both at industry and political levels, the Italian bank in March 2026 unveiled a 35 billion-euro (USD 41 billion) all-share offer for its acquisition target.
In an unscheduled analyst call, UniCredit outlined both its suggestions for Commerzbank and the possible outcomes of its takeover offer. However, both the second-largest German lender and Friedrich Merz, the European nation’s Chancellor, rejected UniCredit’s approach as hostile.
“Yes, we need large banks in Europe, but let me make one thing very clear in light of recent events: this does not mean that every form and type of takeover is welcome in Germany,” Merz said.
Commerzbank, which UniCredit described as a sector laggard that risked “becoming increasingly unfit” for the challenges facing the industry, said the Italian counterpart’s proposals reflected a lack of understanding about the German venture’s business model.
UniCredit has been pitching for Commerzbank to undertake cost cuts in its international network and “rampant bureaucracy” in its domestic business, suggesting the move would add 600 million euros to the 2028 profit consensus forecast at the German bank.
UniCredit also said the low premium of its bid would ensure the Commerzbank stake does not rise much above 30%.
“One scenario is we expect low take-up (from Commerzbank shareholders), we’re happy. Financially, we win. We sit back. UniCredit would not seek to gain control of Commerzbank for a further 12-18 months, so it could resume capital distribution plans and rebuild its cash reserves. We go back to the status quo,” UniCredit CEO Andrea Orcel said.
“Under German corporate rules, UniCredit could be declared in control of Commerzbank with a stake as low as 40% because that can be enough to drive decisions at shareholder meetings. That would put returns that UniCredit investors reap on the investment in Commerzbank below the cost of their capital – a red line for Orcel, a veteran dealmaker,” reported Reuters.
If UniCredit gets Commerzbank’s control, then the Italian lender may have to buy out minority shareholders in Commerzbank’s Polish unit, mBank, in cash.
According to Orcel, discussions were ongoing with Polish authorities on the topic.
“We have levers to keep … (out of) a situation where we have excessive capital consumption and a cascade offer in cash that are penalising. The current Commerzbank stake is giving UniCredit shareholders a 20% return on investment. The return would be much lower on a stake of 50% plus one share,” he said.
“But we will execute an industrial and strategic move… at the end of the day, this is why we’re here,” The UniCredit CEO added.
