UniCredit’s pursuit of Commerzbank is running out of road. Less than three weeks into the tender process, fewer than one in every 5,000 shareholders had accepted the exchange offer — a paltry 0.02% of the German lender’s share capital by 19 May. The Italian bank responded by extending the deadline for a second time, pushing it back to 3 July 2026 from an earlier cut-off of 16 June.
The near-total lack of support gives chief executive Bettina Orlopp a powerful hand. On 20 May, at Commerzbank’s annual general meeting in Wiesbaden, she reiterated that the terms on offer from Andrea Orcel’s UniCredit fail to reflect the bank’s fair value. Shareholders lined up behind her overwhelmingly. They approved a dividend of €1.10 per share — up from €0.65 the prior year — with a staggering 99.88% of votes cast. The payout lands on 26 May.
That dividend is part of a broader capital-return story. For the full year 2025, management plans to distribute roughly €2.7bn through dividends and share buybacks, swallowing the entire net profit after restructuring charges. The message is unambiguous: staying independent pays better than selling out.
Should investors sell immediately? Or is it worth buying Commerzbank?
The strategy is already producing results. Commerzbank’s first quarter of 2026 delivered a record net profit of around €1.36bn, and the full-year target stands at a minimum of €3.4bn. Barclays retains an “Overweight” rating with a price objective of €42, citing the bank’s efficient operating model and strong market position. The stock, which has gained roughly 40% over the past twelve months, recently traded at €37.31 — within striking distance of its 52-week high of €37.75. A.T. Kearney adds that European retail banks could boost revenues by up to €40bn through smarter digital customer engagement, an opportunity Commerzbank is well placed to exploit.
Politics adds another layer of defence. The German government still holds a 12.7% stake and has repeatedly voiced opposition to a hostile takeover. Talks about increasing that holding to 25% — enough to block a strategic move — are circulating, raising the bar for Orcel even higher. UniCredit has already amassed direct control of almost 27% of Commerzbank’s shares and secured access to up to 40.69% of voting rights through derivatives, but converting that into full ownership requires winning over the remaining holders.
Without a materially sweeter offer — more cash or a better exchange ratio — UniCredit looks unlikely to hit the required acceptance threshold by the new 3 July deadline. Commerzbank’s long-term “Momentum 2030” plan pledges to return roughly 50% of its current market capitalisation to shareholders, making the stand-alone math far more attractive for investors than accepting the current deal. For Orcel, the clock is ticking, and the shareholders are not listening.
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