The ECB authorisation is a major regulatory win for UniCredit, that tirelessly pursued the Commerzbank’s acquisition, after investing in its German counterpart in September 2024.
Despite putting on fierce resistance to UniCredit’s M&A effort, Commerzbank and the German government had to eventually concede in July 2026, as the Italian lender muscled up its stake in its acquisition target close to 48%.
UniCredit needed ECB approval to take delivery of the Commerzbank shares tendered in the 45 billion euro (USD 50.51 billion) offer and advance plans for what would be Europe’s biggest cross-border banking deal since the global financial crisis.
UniCredit said the ECB had authorised it to cross the 30% ownership threshold in Commerzbank and “to increase its stake further without upper limits.”
It added that it expected to be able to take control of Commerzbank by the end of the year with around 50% of voting rights after completing the “remaining regulatory processes and conditions” relating to its takeover bid.
The Italian bank, which has operated Bavarian lender HVB in Germany since 2005, always had Commerzbank in its acquisition radar, with several of Orcel’s predecessors studying the prospect.
Despite stiff opposition from Commerzbank and criticism from the German government, UniCredit secured enough shares to control ordinary shareholder resolutions while remaining below the 50% threshold that would force it to buy out minority investors in the German lender’s Polish unit, mBank.
Orcel has told Commerzbank to adopt the strategy he has mapped out to boost profits at the Frankfurt-based bank from January, while pushing back a full merger to 2029-2030.
The veteran dealmaker has held talks with German government representatives who want Commerzbank to retain its Frankfurt headquarters, to protect jobs and to lend to German businesses.
Once in possession of the shares, Orcel has threatened to call a shareholder vote and install a new supervisory board and management at Commerzbank, without waiting for its annual general meeting next year.
