Italy’s UniCredit said it plans to launch an offer to increase its stake in Commerzbank above the key 30% threshold, while stressing that it does not intend to pursue full control of the German lender.
The move marks the latest development in UniCredit’s gradual expansion into one of Germany’s largest banks and could reshape the shareholder structure of Commerzbank if approved.
The Milan-based lender already holds about 28% of Commerzbank, including roughly 26.04% through direct share ownership and the remainder through total return swaps.
Navigating the 30% regulatory threshold
The 30% threshold is a critical regulatory line in Germany, as crossing it typically requires an investor to launch a full takeover bid.
UniCredit’s offer is designed to move past this “cliff-edge” without necessarily triggering a full acquisition.
“This would both remove the need for UniCredit to continuously adjust its stake to remain under the 30% threshold due to the ongoing Commerzbank share buyback programme and an ability to increase its stake freely in the open market or otherwise thereafter,” UniCredit said in a release on Monday.
Chief executive Andrea Orcel said the bank does not expect its stake to rise significantly beyond the 30% mark and dismissed the likelihood of a complete takeover.
“A full takeover scenario is remote,” Orcel said in comments reported by Reuters.
He added that acquiring the German lender outright could consume about 200 basis points of UniCredit’s capital.
Offer details and valuation
UniCredit said the exchange ratio for the share offer will be determined by Germany’s financial regulator in the coming days.
The bank expects the ratio to be around 0.485 UniCredit shares for each Commerzbank share.
Based on that estimate, the offer would value Commerzbank shares at about €30.80 each, representing a premium of roughly 4.1% over the German bank’s closing price on Friday.
The proposal implies an overall valuation of about €34.9 billion for Commerzbank, according to share-count data compiled by FactSet.
UniCredit said the offer is expected to formally launch at the beginning of May.
The lender will hold an extraordinary general meeting on May 4 to seek shareholder approval for the capital increase required to support the transaction.
German stakeholders watching closely
The German government remains one of the largest shareholders in Commerzbank, holding about 12.72% of the bank.
Other major investors include BlackRock with about 5.73% and Norges Bank Investment Management with roughly 3.14%.
Regional authorities in Germany have indicated they will study UniCredit’s proposal carefully.
Boris Rhein, premier of the German state of Hesse, where Commerzbank is headquartered, said the state would examine the offer “diligently and without prejudice.”
He added that maintaining Frankfurt’s role as a leading European financial centre remains a priority and that the interests of Commerzbank’s employees and customers, particularly in the small and medium-sized enterprise sector, must be considered.
UniCredit’s gradual buildup
UniCredit began building its stake in Commerzbank in 2024 when it acquired about 9% of the lender’s share capital.
Later that year, it increased its potential stake to about 28% using derivative contracts.
In March 2025, the European Central Bank authorised UniCredit to acquire a direct stake of up to 29.9% in Commerzbank.
Despite the strategic manoeuvring, shares of both banks have declined this year.
UniCredit stock is down about 10.5% year-to-date, while Commerzbank shares have fallen more than 18% over the same period.
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