Commerzbank has said it could acquire UniCredit's German unit HVB in shares as part of a possible merger between the two banks.
Reportedly, Commerzbank's CEO, Bettina Orlopp, described this structure at a financial conference in September 2026 as one of several routes that would increase UniCredit's shareholding in the German bank. The remarks confirm that the two institutions are now in discussions. UniCredit has pursued Commerzbank for more than two years and has built a stake of nearly 50%, despite opposition from Germany.
Three deal structures under consideration
Besides a share-based purchase of HVB, the CEO outlined two other options. The first is a direct merger between Commerzbank and UniCredit. The second is a new UniCredit offer to Commerzbank's remaining shareholders, which the CEO said would most likely include a premium, aimed at lifting UniCredit's holding above 90%. All three approaches remain open, according to the CEO.
The HVB option would reverse the dynamic of previous approaches. Commerzbank would act as the acquirer, while UniCredit would raise its stake by receiving Commerzbank shares as consideration.
From contested bid to negotiations
The comments contrast sharply with the positions both banks held earlier in 2026. In March 2026, UniCredit launched an unsolicited offer to take its stake above the 30% threshold set by German takeover law. At the time, it held 26% of Commerzbank directly and a further 4% through total return swaps. The expected exchange ratio of 0.485 UniCredit shares per Commerzbank share implied roughly EUR 30.8 per share, around 4% above the closing price on 13 March 2026. UniCredit said it did not expect to gain control through the offer.
After the offer formally opened on 5 May 2026, Commerzbank's boards recommended that shareholders reject it. They argued that UniCredit had offered neither an adequate premium nor a credible strategic plan. The implied offer value of EUR 34.56 was below Commerzbank's closing price of EUR 36.48. The boards also raised concerns over IT integration, job reductions, and cuts to Commerzbank's international network. However, they said Commerzbank remained open to dialogue if UniCredit offered an attractive premium.
The dispute escalated in June 2026, when UniCredit asked BaFin to review Commerzbank's public statements on the bid, after Commerzbank had made a similar referral. Commerzbank's willingness to discuss concrete deal structures, including the premium it previously demanded, indicates that the process has moved from public confrontation to negotiation.
