UniCredit gains >40% of Commerzbank in expanding takeover offer

Italian lender UniCredit has secured an additional 12.51% of Commerzbank shares in the first acceptance period of its public exchange offer, bringing its total holding to 42.5% of the German bank’s capital when combined with its pre‑offer stake of 26.77% and 3.22% of convertible instruments. The provisional figure could rise to 44.33% after Commerzbank completes a share‑buy‑back. UniCredit’s offer exchanges 0.485 of its own shares for each Commerzbank share, valuing the target at roughly €38.8 per share – just above the market price. The bid, initially set to close on 16 June, has been extended to 3 July, with the final result expected around 8 July.

The German government, which holds about 12% of Commerzbank, and the bank’s management have publicly opposed the proposal, claiming the price lacks an adequate premium and accusing UniCredit of inflating its position through total‑return swaps. Commerzbank has referred the matter to BaFin, which is reviewing the derivatives used by UniCredit. The Italian bank argues its actions are fully compliant and has warned it could replace the target’s supervisory board if it secures enough shareholder support at the upcoming general meeting. Completion of the transaction is expected only after regulatory clearance, possibly in 2026‑27.