UniCredit S.p.A. (OTC:UNCFF) now controls 48% of Commerzbank AG (OTC:CRZBY) after a tender offer that valued the German bank at about €43.6 billion. CEO Andrea Orcel of UniCredit says he could take full control as soon as the fourth quarter of 2026, once regulatory approval clears. Orcel has laid out plans to cut back Commerzbank’s international network, focus it on Germany and neighboring Poland, and invest €2.2 billion to strengthen its home market business, targeting €1.4 billion in savings. Shares of both banks fell on the news, UniCredit down as much as 4.6% and Commerzbank down as much as 4.1%, after Orcel said he might have to scrap a planned share buyback if he has to fully consolidate Commerzbank.
The Strategic Shift: Terms Over Takeover Defense
If it closes, this would rank as one of Europe’s largest banking deals since the 2008 financial crisis. The fight has shifted from whether UniCredit takes over Commerzbank to how much say Berlin, workers, and Commerzbank’s own management get in the terms. Commerzbank Chairman Jens Weidmann said the bank is ready for talks but insists they happen directly with Commerzbank AG (OTC:CRZBY)’s management, not through the German government, which owns a 12% stake. It has only recently softened its opposition. Weidmann said, “There will be no shortcut via Berlin.”
This raises a question: is UniCredit’s takeover already a strategic win priced into the stock, or is the real value still ahead once full integration and control begin?
UniCredit’s Bull and Bear Case
The bank posted record second-quarter and first-half results and raised its guidance, now expecting 2026 net profit well above €11 billion and a 2028 target well above €13 billion, even before fully consolidating Commerzbank. UniCredit S.p.A. (OTC:UNCFF) expects the Commerzbank deal to drive double-digit percentage profit growth from 2026 to 2028. Orcel has said all the concessions UniCredit was prepared to offer Berlin are still on the table. Orcel has defended the price tag directly, saying UniCredit “wouldn’t have spent 22 billion euros to burn a franchise.”
However, second quarter net profit still fell 13% year over year to €2.9 billion because of one-time hedging and funding costs from building the Commerzbank stake. UniCredit also won’t merge Commerzbank with its existing German unit, HVB, for at least two to three years. It means near-term integration benefits are limited, and it may have to give up a planned share buyback to help fund the takeover.
Commerzbank’s Bull and Bear Case
An unexpectedly high share of investors accepted the all-share offer’s premium. UniCredit says its own €2.2 billion investment plan will boost Commerzbank AG (OTC:CRZBY)’s profitability and its business with Germany’s Mittelstand companies, the small and mid-sized firms that are core to its lending book.
However, a 48% stake is already enough to control votes at Commerzbank’s next annual meeting, since not every investor turns out to vote. UniCredit has floated replacing both Commerzbank’s management board and supervisory board, a move Commerzbank CEO Bettina Orlopp has called an “unnecessary escalation.” Weidmann himself has effectively acknowledged that Commerzbank cannot block the deal, only shape its terms, since the balance of power heading into the next shareholder meeting already favors UniCredit.
Conclusion
Commerzbank has stopped fighting the takeover itself and started fighting over its terms. The firm is now trying to get the best deal possible because UniCredit S.p.A. (OTC:UNCFF) is in full control.
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Disclosure: None. This article is originally published at Insider Monkey.
