"Far beyond our expectations”. With these words Unicredit commented on the final result of theoffer on Commerzbank which, at the end of the extra period, ended with membership equal to 17,6% of the capital (18,36% of voting rights excluding treasury shares). A resounding victory for CEO Andrea Orcel, who since September 2024, when the takeover began, has had to face numerous obstacles, starting with strong opposition (to put it mildly) from the German government and Commerz's top management.
UniCredit holds 47,59% of Commerzbank, potential 60%.
At the end of the first offering phase, which ended on June 16, Unicredit had received subscriptions equal to 12,5% of its capital. During the supplementary period, the Italian bank then raised more than five percentage points, a data well above analysts' estimates, which expected total subscriptions to be around 15%. This success was also thanks to the recent surge in the Piazza Gae Aulenti ticket, which reached a high of 82 euros. The offer, which was discounted for almost the entire subscription period, in the final stages it therefore became a premium (around 5,3%), thus making it more convenient for Commerz shareholders to tender their shares.
According to the data, before the takeover, Unicredit already held 26,77% of Commerz (27,93% of the voting rights) and a physically delivered derivative on 3,22% (3,36%). Adding to these shares the 17,6% obtained through the takeover it reaches 47,59% of Commerzbank's capital, a percentage that “corresponds to the 49,65% of the voting rights of Commerzbank, as treasury shares do not carry voting rights,” Unicredit emphasizes in a statement. “The percentage,” the Italian bank continues, “will however rise to that level once Commerzbank has cancelled its treasury shares, a transaction the bank has committed to carrying out.”
And that's not all: Unicredit also has a further potential stake linked to derivatives with cash-only settlement according to Radiocor would have gone down at 11,48% (11,98%) from the previous 13,19%. The overall potential exposure is therefore equal to 59,07%, a share that rises to over 60% in terms of voting rights.
Unicredit: "Results well exceeded initial expectations."
"A result well beyond initial expectations”, comments with satisfaction the bank led by Andrea Orcel, underlining that the conclusion of the public offering periods “represents a further step forward in the implementation of UniCredit's strategic investment in Commerzbank. UniCredit will continue to seek a constructive dialogue with all interested parties, while continuing the necessary regulatory and authorization procedures related to their investment."
Unicredit towards control of the assembly
With such a high percentage in the safe, Unicredit will effectively control the Commerzbank shareholders' meeting, which has traditionally not been well attended. and that in April 2027 – provided that Orcel is not tempted to anticipate the times – he will decide on the renewal of the current leadership led by CEO Bettina Orlopp, who have always been hostile to the takeover undertaken almost two years ago by the Italian institution.
In cascade, Piazza Gae Aulenti will also be able to appoint 10 of the 20 members of the supervisory board, including the president who votes twice. At that point it will be much easier to implement the Unlocked plan presented to the market last April.
Unicredit-Commerzbank: the next steps
With the offer concluded, the waltz of authorizations begins. Considering that Germany has different rules than Italy, according to which a transaction is first carried out and then the relevant authorizations are requested, "it will take three to six months after July 9 to obtain ECB approval, the approval of the Brussels antitrust authority and the approval of other regulatory bodies, such as the Polish, French, American, and others. So, until then, we won't have control because formally the shares aren't ours." Orcel had explained last June 23rd. During this whole period Unicredit will not be able to purchase further shares.
Once the green light is obtained from the European Central Bank, which has always unofficially looked favorably on the operation, the Italian institution will be able to freely purchase securities on the market without this creating any kind of obligation towards other shareholders. There is also another option: Piazza Gae Aulenti will be able to buy securities off-market or with other derivatives In this case, if the transaction occurs within 12 months of the closing of the public offering, it will have to compensate any price difference in cash only to the Commerzbank shareholders who tendered the shares. Finally, after 12 months, Unicredit may also launch a new offering without any particular obligations.
Meanwhile, in the third quarter of this year, the decision of the ECB and EBA on the recognition of the Danish compromise.
Commerz's comment: "Synergies require a shared solution."
The supervisory board and the board of directors of Commerzbank led by Bettina Orlopp “remain open to a constructive dialogue with Unicredit. This has not changed,” reads the press release with which the German bank acknowledges the results of the takeover bid. According to Commerz, “realizing synergies from a merger to a significant extent and with a reasonable time horizon is realistic only with a shared solution involving the bank's management, employees and their representatives, as well as the German federal government, which is the second largest shareholder” after Unicredit.
After the opening, the usual attack also arrives. In the note, the leaders of the second German bank underline that the total number of shares conferred in the takeover bid by institutional and private investors is less than 2%, as the memberships would come "mainly" from banks and entities connected to Unicredit. "The low membership rate among independent shareholders is a clear demonstration of the low attractiveness of the offer“, Commerz reiterates for the umpteenth time, maintaining that the shares held directly by Unicredit, the derivative positions and the transferred shares “should not be interpreted as a single aggregate overall position”.
At the same time, the institution "continues to pursue a clear path of growth and transformation, achieving sustainable value creation with the 'Momentum 2030' strategy." The bank recalls that since the launch of the new plan in February 2025, "the share price has doubled, and the 2025 financial year represented a record year in the institution's 156-year history." Finally, Commerzbank confirms its 2026 outlook and its "ambitious targets" through 2030, noting that the second-quarter figures will be presented on August 6.
(Last updated: 12:47 PM on Wednesday, July 8).
