UniCredit secures 47.6% of Commerzbank after takeover push

UniCredit now controls nearly half of Commerzbank, putting Europe's biggest cross-border banking merger within striking distance.

UniCredit secured 47.6% of Germany's Commerzbank after extending a tender offer, the Italian lender said Wednesday, tightening its grip on a target the German government has called a hostile takeover.

"The take-up exceeded our expectations and demonstrates shareholder support for our strategy," a UniCredit spokesperson said, declining to comment on next steps.

The Milan-based bank built a 26.7% stake since September 2024 before launching a tender offer in May. Take-up reached 17.6% after a two-week extension required by German takeover law, up from 12.5% during the main phase. UniCredit also holds a swap contract representing 3.2% of Commerzbank shares that it can convert into additional voting rights.

The stake puts UniCredit within reach of a full takeover, though the German government — which owns about 12% of Commerzbank — has rejected the approach as hostile. Berlin's remaining stake could determine whether UniCredit can secure majority control or must negotiate a negotiated deal.

The tender offer's extension period was triggered after UniCredit pushed its stake above the 30% threshold, a level that under German law gives the acquirer flexibility to buy more shares on the open market without triggering a mandatory buyout. The bank had initially said it was not seeking control but wanted the optionality to increase its position.

Berlin's Opposition Complicates the Path

The German government has opposed UniCredit's approach since the Italian lender began accumulating shares last year. With roughly 12% of Commerzbank still in state hands, Berlin could block any attempt by UniCredit to secure operational control or board representation. UniCredit said in a statement it will continue to seek constructive engagement with all interested parties.

The standoff marks a pivotal moment for European banking consolidation. A successful takeover would create one of the region's largest lenders by assets, combining UniCredit's Italian and Eastern European operations with Commerzbank's German corporate banking franchise. Cross-border bank mergers in Europe have historically faced political and regulatory resistance, with few completing at this scale. The last major attempt — Deutsche Bank's aborted merger talks with Commerzbank in 2019 — collapsed over execution risks and political opposition.

UniCredit's aggressive pursuit signals a shift in European banking strategy, where domestic consolidation has long been preferred over cross-border deals. If completed, the transaction could spur a wave of similar M&A across the region as lenders seek scale to compete with larger U.S. and Asian rivals.

This article is for informational purposes only and does not constitute investment advice.