UniCredit Increases Stake in Commerzbank, Sparking German Government Concerns
Berlin – Italian banking giant UniCredit launched a voluntary public exchange offer Monday to increase its stake in Commerzbank, Germany’s second-largest commercial bank, exceeding the 30% threshold. While UniCredit insists it does not intend to take control of the German institution, the move has prompted a swift response from the German government, which has warned against a hostile takeover.
UniCredit currently holds approximately 26% of Commerzbank directly, with an additional 4% through financial instruments. The offer aims to streamline UniCredit’s position, eliminating the need to constantly adjust its holdings to remain below the 30% limit due to Commerzbank’s share buyback program. The bank anticipates being able to freely increase its stake in the future.
The exchange ratio is currently estimated at 0.485 UniCredit shares for each Commerzbank share, equating to a price of €30.80 per share – a 4% premium based on the closing price on March 13, 2026. UniCredit expects to formally launch the offer in early May, with a four-week acceptance period. An extraordinary general meeting is planned for May to seek authorization for a corresponding capital increase.
“UniCredit considers this offer a sensible and pragmatic step,” the Italian bank stated, adding that the financial impact on its capital will be minimal even if the stake exceeds 30%, as it does not foresee exercising control over Commerzbank.
However, the German government has expressed strong reservations. Maximilian Kall, a spokesperson for the German Finance Ministry, reiterated Monday that a hostile takeover of Commerzbank would be “unacceptable” given its systemic importance. The German state currently holds a 12% stake in Commerzbank.
“The Federal Government’s position on this is well known and has not changed,” Kall stated during a press briefing. “The state supports Commerzbank’s strategy of independence.”
The government will allow Commerzbank’s administration and supervisory boards to examine any formal offer and make a recommendation to shareholders. Regulatory oversight ultimately rests with the European Central Bank (ECB).
The Federal Cartel Office (Bundeskartellamt) would review the situation if UniCredit were to pursue a controlling interest – exceeding 50% ownership or a majority in voting rights. However, Kall noted that in such a scenario, the review would shift to the European Commission.
UniCredit also announced it is still seeking shareholder approval for a €4.75 billion share buyback program at its general meeting on March 31st, pending ECB approval. The share buyback will commence after the offer period and will not affect UniCredit’s dividend policy.
Commerzbank shares rose 8.7% to €31.70 following the announcement.
