The chessboard is set, but the game is far from over. UniCredit has emerged from the tender-offer process with a commanding grip on Commerzbank’s voting rights — yet the Italian lender still faces a thicket of regulatory and political obstacles that could turn its victory into a prolonged stalemate. Meanwhile, Commerzbank shares slipped 2.25 percent to €37.34 as investors waited for the final results of the extension period, with the stock now hovering just 1.54 percent above its 50-day moving average of €36.77.
The numbers tell a stark story of how close UniCredit has come. By the close of the original offer period, 17.60 percent of Commerzbank shares had been tendered, though fewer than two percentage points of that came from independent private or institutional investors — the vast bulk originated from banks and parties aligned with UniCredit. Adding those tendered shares to its direct holdings and derivative positions, the Italian group now claims 47.59 percent of Commerzbank’s capital, translating into 49.65 percent of voting rights. That asymmetry arises because Commerzbank plans to cancel its own shares, stripping them of voting power, though that move has not yet been finalised.
The immediate question is whether the European Central Bank will allow UniCredit to cross the 30 percent voting threshold. The EZB has up to 90 working days to rule on the matter, and during that period UniCredit cannot scoop up additional shares on the open market. Until that decision lands, the takeover is stuck in a regulatory limbo that Commerzbank’s management has been only too happy to exploit.
Berlin remains a formidable obstacle. The federal government holds a 12 percent stake in Commerzbank and has made clear it will not sell, labelling UniCredit’s approach unacceptable. That position, combined with the EZB review, leaves UniCredit in a “dangerous deadlock” scenario: the takeover premium baked into the stock could evaporate if political and regulatory hurdles prove insurmountable. In that case, analysts point to the original offer’s implied value of roughly €34.35 per share as a potential floor.
Should investors sell immediately? Or is it worth buying Commerzbank?
On the other side of the ledger, Commerzbank’s management is making a forceful case for independence. The bank’s “Momentum 2030” strategy targets a net profit of at least €3.4 billion for 2026, climbing to around €6 billion by the end of the decade. In the first quarter, it delivered a net return on equity of 12.7 percent. Shareholders have been promised the entire net profit after AT1 coupons will be paid out in coming years, with a dividend of €1.10 already declared for 2025. The Bundesbank’s 12 percent stake acts as a built-in blocker, and the technical picture lends support: the 200-day moving average at €34.34 sits 8.75 percent below the current price, keeping the long-term uptrend intact.
UniCredit is not without leverage. It has already threatened to replace Commerzbank’s leadership at the annual general meeting in spring 2027, provided it can muster a sufficient majority. The fixed exchange ratio of 0.485 UniCredit shares for each Commerzbank share anchors the deal’s valuation, but regulatory clearance from EZB and EU competition authorities could stretch well into 2027. The Italian bank’s management must now decide whether to call an extraordinary general meeting soon or bide its time.
For traders, two levels define the near-term action. If the stock can defend the 50-day line, the market is betting on Commerzbank’s independent survival. A decisive break below that level, however, opens the door to the 100-day average at €34.94. The relative strength index currently sits at 61.5 — comfortably below overbought territory — giving bulls some room to run.
The next concrete catalyst arrives on 6 August 2026, when Commerzbank reports its quarterly numbers. A strong set of figures would reinforce management’s argument that the bank is better off alone; a miss would hand UniCredit a powerful argument to accelerate its push. Until then, the outcome rests less on quarterly earnings and more on the slow grind of European bureaucracy — and the political will in Berlin.
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