Unicredit is already the largest shareholder Commerzbank. Unicredit is thus embarking on a collision course with Commerzbank management, employee representatives and the federal government, which reject a takeover.

The offer aims to overcome the 30 percent threshold set out in German takeover law and “to promote a constructive dialogue with Commerzbank and its stakeholders in the coming weeks,” the institute said. It is expected that Unicredit will achieve a stake in Commerzbank of more than 30 percent “without gaining control.”

Unicredit has been advertising its takeover of Commerzbank for months

The exchange ratio of the offer will be determined in the coming days. It is expected that the owners of the Frankfurt financial institution will receive 0.485 new Unicredit shares for each Commerzbank share, which corresponds to a price of 30.80 euros per Commerzbank share or a premium of 4 percent to the closing price on March 13th.

Officially, the offer should be presented at the beginning of May with a deadline of four weeks. An extraordinary general meeting will then be called for May to obtain shareholder approval.

Unicredit, which operates in the German market with the Hypovereinsbank (HVB), which already has a foothold, has been promoting a takeover of Commerzbank for months. CEO Andrea Orcel sees opportunities in a combined business with private and medium-sized customers and has repeatedly argued that Europe needs larger banks to compete with the strong US financial institutions

Getting started in a detour

The major Milan bank took advantage of the federal government’s partial exit in September 2024 to join Commerzbank on a large scale. Unicredit gradually expanded its stake and replaced the German state as Commerzbank’s largest shareholder. The federal government, which saved Commerzbank from collapse during the global financial crisis with billions in taxes, holds a good 12 percent of the shares and does not want to sell the stake. Chancellor Friedrich Merz (CDU) emphasized that the federal government was relying on a “strong and independent Commerzbank”.

The Italians’ takeover offer does not come as a surprise: as early as March 2025, Unicredit received permission from the European Central Bank (ECB) banking regulator to increase its stake to almost 30 percent. The Federal Cartel Office also gave the green light.

Verdi fears major job cuts

In view of Unicredit’s demands, Commerzbank boss Bettina Orlopp defended her bank’s independence with all means possible. It prescribed the group ambitious return targets, higher dividends and, despite a record profit, announced the reduction of around 3,900 jobs in 2024, the majority of them in Germany. After another strong number for 2025, Commerzbank recently raised its targets. Orlopp relied on the sharply increased share price as a deterrent against Unicredit.

Meanwhile, Unicredit boss Orcel remained calmly sticking to his plans. He repeatedly emphasized that he saw great synergies between Commerzbank and the major Milan bank. The Verdi union fears a clear-cut at Commerzbank and points to the takeover of HVB by Unicredit in 2005, which led to a shrinkage at the Munich bank.