Tuesday marks the final deadline for UniCredit's hostile takeover bid for Commerzbank, a €35 billion ($40.6 billion) move that has stirred political and legal controversy across Europe. The Milan-based bank launched the offer in early May, aiming to absorb its German rival and create a pan-European banking heavyweight.
UniCredit's offer officially expires at 11:59 pm CET (2159 GMT) unless extended. On Monday, the Italian lender announced it had surpassed the 30 percent threshold of voting rights it set for the bid, a milestone it says justifies appointing all shareholder representatives to Commerzbank's supervisory board—currently including two German state appointees.
German Rejection and Political Fallout
The bid has been met with strong opposition from both Commerzbank's management and German political leaders. On Tuesday, Germany's Financial Market Stabilisation Fund, which holds a stake in the bank, issued a statement rejecting the offer outright. "The steering committee supports the strategy of independence of Commerzbank AG and rejects the aggressive approach of UniCredit S.p.A.," the fund said. It emphasized Commerzbank's role in financing Germany's economy and its mid-market sector, as well as its importance as a major employer in the financial hub of Frankfurt.
Chancellor Friedrich Merz had previously criticized the bid in May, stating it was destroying "trust" in Germany's second-largest private bank. The German government has repeatedly dismissed the offer as undervaluing Commerzbank, with the premium over its share price deemed inadequate.
In response, Commerzbank's CEO Bettina Orlopp unveiled a strategic plan to strengthen profitability through 2030, including job cuts, aiming to make the bank leaner and more attractive to shareholders—a clear attempt to fend off UniCredit's advances.
Legal Complaints and Market Manipulation Allegations
Beyond the clash over price and strategy, the two banks are locked in a dispute over how UniCredit has communicated its progress. Commerzbank has accused UniCredit of providing "potentially misleading information" about its stake, prompting a request to Germany's financial regulator, BaFin, for an investigation. On Friday, Commerzbank's central works council mandated its head to file a legal complaint alleging market manipulation by unknown actors. The Frankfurt prosecutor's office confirmed on Monday it had opened a preliminary investigation into "possible market manipulation."
UniCredit has firmly denied the allegations. "At no point has UniCredit combined or conflated the different categories that must be disclosed under applicable regulations," the bank said in a statement, accusing Commerzbank's management of doing so "apparently with the aim of generating a misleading narrative." UniCredit also said it had appealed to BaFin.
As of Monday, UniCredit reported an acceptance rate of 11.9 percent from its offer, on top of the 26.7 percent stake it already held when the bid was announced. It added another 13.2 percent via cash-settled derivatives and 3.2 percent via equity-settled derivatives. Commerzbank has countered that it has no evidence of its own institutional investors accepting the offer, suggesting the uptake comes almost exclusively from banks and financial institutions linked to UniCredit.
If the bid succeeds and receives approval from the European Central Bank, UniCredit plans to gradually increase its stake and merge Commerzbank with its German subsidiary HypoVereinsbank. The Italian bank has proposed cutting back Commerzbank's international network and refocusing it on German operations—a strategy that has only deepened German resistance.
The outcome of this high-stakes battle will have significant implications for European banking consolidation, testing the limits of cross-border mergers in a politically sensitive environment. As the deadline approaches, all eyes are on Frankfurt and Milan.
