Key Takeaways:
- Investors tendered shares representing 7.6% of Commerzbank's capital
- UniCredit's total stake will rise to 34.35% from 26.77%
- The €38.6 billion offer crosses Germany's mandatory 30% takeover threshold
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UniCredit's Commerzbank bid draws 7.6% tender, pushing stake past 30%
UniCredit SpA's €38.6 billion takeover bid for Commerzbank AG drew tenders representing 7.6% of the German lender's capital, pushing the Italian bank's total stake past the mandatory 30% threshold under German law.
"The tender result confirms UniCredit has secured enough shares to take effective control, though the final count remains open until the June 16 deadline," said a person familiar with the matter, who asked not to be identified discussing private information.
UniCredit already held a direct stake of 26.77% before the offer opened in early May. The additional 7.58% of shares tendered by Tuesday will bring its total holding to 34.35%, according to a regulatory filing. The bid, valued at about $45 billion, has been open to investors since early May and runs through June 16.
Crossing the 30% threshold triggers a mandatory takeover requirement under German securities law, giving UniCredit Chief Executive Officer Andrea Orcel a path to full control of Germany's second-largest listed bank. The deal represents the boldest cross-border European banking consolidation since the financial crisis and faces scrutiny from regulators including the European Central Bank.
The tender result provides the first concrete signal of investor appetite for a deal that has drawn political opposition in Germany. Commerzbank's management, led by Chief Executive Officer Bettina Orlopp, had urged shareholders to take no action on the unsolicited offer, arguing it undervalued the bank. The German government, which still holds a roughly 12% stake from its 2009 bailout of the lender, has also expressed reservations about foreign control of a key domestic financial institution.
UniCredit first disclosed its stake building in Commerzbank in September 2025, initially through derivatives, before launching a full takeover bid. The Italian lender has said the combination would create a European banking champion with enhanced scale in corporate lending and wealth management, generating annual cost synergies of about €2 billion.
The offer represents a premium of about 20% to Commerzbank's undisturbed share price before UniCredit's initial stake disclosure. Commerzbank shares have traded above the offer price in recent weeks, suggesting some investors anticipate a higher bid or competing offer. The stock has gained roughly 15% since UniCredit's initial stake became public in September 2025.
Regulatory approvals needed include clearance from the European Central Bank, which oversees significant bank acquisitions, as well as German financial regulator BaFin. The ECB must assess the deal's impact on the combined entity's capital adequacy and risk profile. The transaction is expected to close in the second half of 2026.
The last major cross-border European bank merger — BBVA's attempted takeover of Banco de Sabadell — was blocked by Spanish regulators in 2024, underscoring the political hurdles such deals face. UniCredit's bid for Commerzbank, if completed, would create a lender with more than €1 trillion in total assets and a combined market capitalization exceeding €80 billion, positioning it among Europe's top five banks by assets.
This article is for informational purposes only and does not constitute investment advice.
