UniCredit could still struggle to advance its takeover project, due to a united opposition from the Friedrich Merz government, unions, and Commerzbank itself
Andrea Orcel-led UniCredit has stepped one inch closer in its acquisition attempt of Commerzbank, as the Italian banking giant secured 47.6% of the shares of its German counterpart.
While the latest development puts UniCredit a step closer to gaining decisive control of Commerzbank, which it has been trying to buy since 2024, Orcel, the chief architect of the cross-border deal, now faces the choice of whether he wants to lift the stake above 50%, which would allow his bank to propose board changes at Commerzbank, or attempt to first build consensus, as the banking industry veteran had pledged to do.
UniCredit, which has been present in Germany since 2005 through its Bavarian unit HVB, could still struggle to advance its takeover project, as the latter is facing a united opposition from the Friedrich Merz government, unions, and Commerzbank itself.
Commerzbank, in its latest reaction, has said that less than 2% of institutional and retail investors had tendered their shares as part of UniCredit’s offer, reiterating its same stance again.
“The low acceptance rate among independent shareholders is clear evidence of the low attractiveness of the offer,” Commerzbank said.
Germany’s Finance Ministry, on the other hand, renewed its criticism of UniCredit, calling the Italian lender’s “aggressive and hostile approach” unacceptable.
The Merz government still holds 12% of Commerzbank following a 2009 bailout. While expressing its displeasure over UniCredit’s share tendering practices, Commerzbank has remained open to constructive dialogue with its Italian counterpart.
Orcel and his Commerzbank counterpart Bettina Orlopp have held several rounds of short-lived informal talks, but attempts to hold substantive negotiations over the takeover bid have so far failed to produce fruitful results due to disagreements.
UniCredit, facing unsurmountable pressure in Germany, now expects the European Central Bank (ECB) to declare it to be in control of Commerzbank under German rules.
It would, however, need majority ownership in order to name all shareholder representatives, while overhauling Commerzbank’s supervisory board, as Orcel has suggested it may seek to do.
As per Hans-Peter Burghof, chair of banking and financial services at the University of Hohenheim, workers’ representatives hold half the seats on the board, and they “dislike” UniCredit’s approach.
Orlopp, Stepping into the situation, reportedly put forward a video message to employees on the bank’s intranet, where she urged for calm.
“With the results of the takeover offer, we are now facing a situation that is new for all of us. But we will not let it unsettle us,” Orlopp said according to a transcript of the message seen by media outlet Reuters.
What could potentially make Commerzbank’s acquisition a difficult affair for UniCredit is the bailout contract that, as per Burghof, also reserves two seats for the government on the German lender’s board.
Angering Commerzbank further, Orcel has laid out to investors his plans to boost the German lender’s profits, which, once in control, he would reportedly implement over a couple of years while keeping Commerzbank separate from HVB.
Having built a 26.7% stake in the rival lender since September 2024, UniCredit stepped up its efforts in May 2026 by launching a tender offer, in which, instead of seeking control, the Italian lender wanted to nudge its stake above 30%, which would free it to buy more shares on the market without triggering a mandatory buyout.
UniCredit told the Commerzbank, “Take-up of the offer totalled 17.6%. That is up from 12.5% before a two-week extension of the tender period dictated by German takeover laws.”
Since then, the two entities have been involved in an ugly spat over the take-up data. As per Commerzbank, shares had been tendered mostly by investment banks that were counterparties in swap contracts UniCredit had entered on Commerzbank shares.
Excluding treasury shares, which carry no voting rights, UniCredit has a 49.7% voting stake in Commerzbank, well above the threshold of around 40%, which generally entails a position of control under Germany’s corporate rules. However, going by the same rules, being declared in control without majority ownership would force UniCredit to consolidate a minority stake.
UniCredit also has the choice of opting to amend swap contracts it owns, which currently can only be settled in cash and not shares, handing it a further 11.5% of Commerzbank.
As per Commerzbank management, a combination of the banks could result in 11,000 job cuts, while the works council has projected 23,000 cuts. The German lender, which has around 38,000 full-time positions, has undertaken several rounds of major cuts over the past decade, including 3,000 jobs earlier in 2026 and a 2021 deal with the unions, in which 10,000 jobs got axed.
