UniCredit secures 47.6% of Commerzbank after tender offer

UniCredit announced on Wednesday that it now holds 47.6% of Commerzbank after its voluntary public tender offer concluded, marking a milestone in the Italian bank's 21-month pursuit of its German rival.reuters+2

Holders of 17.6% of Commerzbank shares accepted the all-share exchange offer, UniCredit reported, up from 12.5% at the end of the initial acceptance period on June 16. The increase came during a two-week extended tender window that ran from June 20 to July 3, as required by German takeover regulations.investing+3

A Contested Path to Near-Majority

The result exceeded earlier estimates. As recently as mid-June, UniCredit's total position stood at roughly 42.5%, combining its 26.7% direct equity stake, 3.2% in share-settled derivatives, and the initial tender acceptances. Market observers had projected acceptances of around 15% during the extension period, which would have brought UniCredit's direct holding to approximately 44%. The final tally surpassed that forecast.reuters+4

UniCredit launched the tender offer in May, structured as a share swap offering 0.485 new UniCredit shares per Commerzbank share — a ratio Commerzbank's board called opportunistic and below the bank's fundamental value. Commerzbank's board and supervisory board repeatedly urged shareholders to reject the bid throughout the offer period.reuters+3

German Government Opposition Remains

The German government, which retains a stake of roughly 12% in Commerzbank, has formally opposed the takeover and rejected UniCredit's offer. That holding gives Berlin a blocking minority under German corporate law.axios+1

UniCredit CEO Andrea Orcel has used the growing stake to press for governance changes at Commerzbank, including demands for seats on the supervisory board. Yet a full acquisition remains distant. The European Central Bank must still approve UniCredit's crossing of the 30% threshold, with authorization not expected before the third quarter at the earliest.reuters+1

What Comes Next

UniCredit also holds an additional 13.2% of Commerzbank through cash-settled derivatives that do not carry voting rights, bringing its total economic exposure above 58%. Under German takeover rules, having surpassed 30% direct ownership, UniCredit can now purchase additional Commerzbank shares on the open market without triggering a mandatory buyout obligation.reuters+3

The outcome leaves UniCredit in a commanding but incomplete position — holding nearly half of Commerzbank's voting rights while lacking the outright majority needed to force through structural changes without broader shareholder or regulatory consent.