Commerzbank agrees to takeover talks with UniCredit, ending months of resistance

Commerzbank said on Thursday it would enter talks with UniCredit over the Italian bank's bid to acquire the German lender, ending months of resistance to the unwanted takeover offer.reuters+2

The announcement marks a dramatic reversal for Commerzbank, whose board had repeatedly rejected UniCredit's advances and urged shareholders not to tender their shares throughout the spring.

A Shift Born of Necessity

The change of stance follows UniCredit's successful accumulation of a commanding position in Commerzbank's shareholder register. After the takeover offer's additional acceptance period closed on July 3, UniCredit announced it had secured 47.6% of Commerzbank shares — translating to a 49.7% voting stake when excluding treasury shares, well above the roughly 40% threshold that typically confers control under German corporate rules.reuters

Chairman Jens Weidmann, a former Bundesbank president who has led Commerzbank's supervisory board since 2023, had consistently opposed the merger. As recently as May, Commerzbank's board formally recommended shareholders reject UniCredit's exchange offer of 0.485 UniCredit shares per Commerzbank share, calling it "opportunistic" and below the bank's fundamental value.commerzbank+1

UniCredit Eyes Fourth-Quarter Completion

UniCredit CEO Andrea Orcel told CNBC on Wednesday that an acquisition could occur "potentially" in the fourth quarter, adding that he would not wait for Commerzbank's annual general meeting in May 2027 to assert control. Bloomberg reported that Orcel and Commerzbank CEO Bettina Orlopp are expected to hold a video call shortly after Commerzbank releases its results on August 6.cnbc+1

UniCredit has signaled willingness to make concessions. The Italian bank wants direct talks with the German government and Commerzbank workers' representatives, with Orcel saying the deal is in the "best interest of both" institutions. Germany's Finance Ministry, which holds more than 12% of Commerzbank, had formally rejected the bid in June but has since begun preparing its own demands for potential discussions, according to Bloomberg.bloomberg+2

Jobs and Independence at Stake

The prospect of a merger has provoked deep anxiety in Germany. Commerzbank estimated a takeover could result in the loss of 11,000 full-time jobs — nearly a third of its workforce — while UniCredit has put the figure at around 7,000. Workers protested at the bank's annual general meeting in May, and Germany's government repeatedly criticized UniCredit's "aggressive approach".reuters+2

Weidmann's insistence that negotiations proceed through Commerzbank's management rather than through Berlin reflects an effort to preserve whatever institutional leverage remains for the German side as the deal enters what appears to be its final phase.