Commerzbank CEO Thomas Schaufler has a clear message for the market and his Italian suitor: his bank will remain independent. In a recent interview, he rated his conviction at “ten out of ten.” This confidence is rooted in the bank’s operational performance, with Schaufler pointing to a share price that has surged from around six or seven euros when he took office in late 2021 to a current level near €34.80. The average analyst price target now sits at €38.
UniCredit CEO Andrea Orcel, however, is presenting a starkly different vision. He has detailed a merger plan, dubbed “Commerzbank Unlocked,” that projects the German lender’s net profit could reach approximately €5.1 billion by 2028 under his control. This figure contrasts with a consensus forecast of €4.5 billion for a standalone Commerzbank. Orcel argues the gains would come primarily from merging Commerzbank with UniCredit’s Hypovereinsbank, slashing combined costs from over €8 billion to under €6 billion by 2030.
The cost of such savings would be high. Orcel’s blueprint involves cutting up to 7,500 jobs, nearly double the 3,900 positions Commerzbank’s own strategy, led by personnel chief Bettina Orlopp, has earmarked for reduction. Commerzbank has dismissed UniCredit’s entire proposal as a “hostile” attempt to break up its business model without demonstrating credible value creation.
A significant hurdle for UniCredit is its proposed offer price. The voluntary takeover bid, expected to be formally presented in early May with a volume of around €35 billion, is based on an exchange ratio valuing Commerzbank shares at roughly €32 each. With the stock trading around €34.82, the market is pricing the bank above what UniCredit is willing to pay. Analysts and Orcel himself acknowledge that securing a controlling majority from shareholders at this discount will be difficult. The share has pulled back about 3% recently but remains up 45% over the past twelve months.
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The conflict is heading for a decisive series of events in May. UniCredit will hold an extraordinary general meeting on May 4 to vote on the necessary capital increase for its bid. Just days later, on May 8, Commerzbank will report its first-quarter results and, more critically, unveil its updated financial targets and a new strategy through 2030. This presentation is seen as the bank’s key opportunity to prove it can create more value alone than as part of UniCredit.
Finally, Commerzbank’s ordinary annual general meeting in Wiesbaden on May 20 will serve as another platform for its defense. The agenda includes a proposed dividend of €1.10 per share for 2025. Schaufler has emphasized that the German government supports the bank’s independence strategy and views UniCredit’s hostile approach as wrong. Meanwhile, Italian Economic Minister Giancarlo Giorgetti has ruled out relocating UniCredit’s headquarters to Germany, a statement the bank confirmed on April 22.
Orcel has indicated that if his voluntary offer fails to secure a majority, he will pause the pursuit and focus on other internal matters. With UniCredit’s current stake just under 30%, the coming weeks will determine whether Schaufler’s “ten out of ten” confidence is validated by shareholders or if Orcel’s aggressive calculus gains traction.
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