Germany-based Commerzbank has formally rejected Italy-based UniCredit's voluntary public takeover offer, with the bank's Board of Managing Directors and Supervisory Board recommending that shareholders do not accept the bid. The joint reasoned statement concludes that UniCredit has not offered an adequate premium and has not presented a coherent or credible strategic plan for a combination.
UniCredit formally launched its all-share exchange offer on 5 May 2026, proposing 0.485 new UniCredit shares for each Commerzbank share. The implied offer value of EUR 34.56, based on the last trading day before the statement's publication on 15 May 2026, fell short of Commerzbank's closing share price of EUR 36.48. Independent equity research analysts place the median target price for Commerzbank shares at approximately EUR 41.50. Since the announcement of the offer, Commerzbank's share price has closed above the implied offer value on every single trading day.
Rejection rationale
Commerzbank's boards concluded that the offer was based exclusively on the statutory minimum consideration and represented an attempt to acquire control without offering adequate compensation to shareholders. The assessment took into account historical share price performance, equity research target prices, customary takeover premiums in comparable transactions, valuation multiples of European banks, and the value potential of Commerzbank's current business plan.
The boards also challenged UniCredit's synergy assumptions, describing them as neither robust nor convincing and noting that UniCredit itself had characterised them as speculative. Specific concerns were raised around the complexity of IT integration, headcount reduction plans, revenue losses arising from overlaps in the corporate clients business, and the proposed reduction of Commerzbank's international network, which the boards said would weaken the bank's ability to serve the export-oriented German Mittelstand.
Supervisory Board chairman Jens Weidmann said UniCredit's proposals posed a threat to customer relationships and employee motivation, and noted that because the offer was structured as a share exchange, shareholders accepting the bid would bear the risks of becoming UniCredit shareholders. Settlement is not expected until 2027, with the offer document citing 2 July 2027 as the latest possible settlement date.
Commerzbank stated it remained open to dialogue if UniCredit was prepared to offer an attractive premium and engage in a plan that built on the strengths of Commerzbank's business model and strategy.
Momentum 2030 as the benchmark
Commerzbank reported the best operating result in its history in the financial year 2025, with operating profit rising 18% to EUR 4.5 billion. The bank's refined Momentum 2030 strategy targets revenue of EUR 16.8 billion by 2030, net profit of EUR 5.9 billion, a cost-income ratio of 41% excluding compulsory contributions, and a net return on tangible equity of 21%. The bank also intends to return approximately half of its current market capitalisation to shareholders through dividends and buybacks by 2030, targeting a payout ratio of 100% until its CET 1 target ratio of 13.5% is reached. A record dividend of EUR 1.10 per share has been proposed for the 2025 financial year.
