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UniCredit Nears Control of Commerzbank After Exchange Offer

Regulatory clearance and further share purchases will determine whether the Italian bank can turn its enlarged stake into decisive voting control.

Overview

  • UniCredit said on July 8 that 17.6% of Commerzbank shares were tendered to its exchange offer, lifting its direct holding to about 44% and, counting options and instruments, to more than 47%, which it says equals roughly 49.65% of voting rights.
  • Commerzbank’s management and the German federal government publicly rejected the bid and disputed UniCredit’s acceptance figures, saying independent shareholders largely did not tender and many submitted shares were linked to parties with ties to UniCredit.
  • Key supervisors—especially the European Central Bank, Germany’s BaFin and the European Commission—must review ownership and competition questions before any change of control can take effect.
  • If UniCredit converts its position into control it could reshape Commerzbank’s supervisory board at the 2027 annual meeting and push through restructuring measures that UniCredit says could save billions and may include about 7,000 job reductions, which employee representatives fiercely oppose.
  • UniCredit can still buy Commerzbank stock on the open market under regulator scrutiny, but full integration would need further shareholder majorities and formal clearances such as an ECB ownership decision and, for mergers or squeeze‑outs, qualified voting thresholds that go beyond the current stake.