The extended acceptance period for UniCredit’s exchange offer to Commerzbank shareholders expired today, but the market had already delivered its verdict. Commerzbank stock closed at €37.91 — comfortably above the offer’s implied value of roughly €37.23, based on UniCredit’s proposal of 0.485 of its own shares for each Commerzbank share. With the price hovering near the 52-week high of €38.85 set on June 19, the arithmetic leaves little incentive for holders to tender.
Privately, the numbers tell the same story. At the end of the regular offer period in June, barely 1% of institutional investors had taken up the offer, and among Commerzbank’s more than 500,000 retail shareholders the acceptance rate was a negligible 0.05%. The gap between market value and the all-paper bid means any seller would be better off simply selling on the open exchange. That reality has handed the board a powerful talking point as it pushes back on the Italian lender’s overtures.
Under CEO Bettina Orlopp, Commerzbank is betting on its own steam. The “Momentum 2030” strategy targets a net return on tangible equity of 21% by the end of the decade, backed by a forecast of at least €3.4 billion in profit for 2026 and a dividend of €1.10 per share for 2025. The bank already delivered a record first-quarter net profit of €1.4 billion and has outlined €2.7 billion in planned capital returns. Berlin, still the second-largest shareholder, has repeatedly ruled out selling its stake to UniCredit, further buttressing the case for independence.
Should investors sell immediately? Or is it worth buying Commerzbank?
Even as the tender deadline passes, legal clouds linger. Commerzbank has lodged a complaint with BaFin, Germany’s financial regulator, while the group’s works council has filed a criminal complaint alleging market manipulation. These proceedings, combined with UniCredit’s need for multiple regulatory approvals, suggest a full takeover remains at least a year away. UniCredit has so far shown no willingness to sweeten the terms by adding a cash component or improving the exchange ratio, despite speculation that some investors had hoped for a better deal.
From a technical perspective, the stock remains well-supported. It trades 3.61% above its 50-day moving average of €36.59 and more than 10.7% above the 200-day line at €34.24. The relative strength index of 58.6 signals moderate momentum without overheating. A break below the key support level of €36.52 would put the bull case under pressure, potentially opening the door to a pullback toward €34.21. But with the stock up nearly 35% year-to-date and the offer now closed, the narrative has shifted.
UniCredit is set to publish the final acceptance tally on Wednesday, July 8, which will reveal how much economic exposure the Italian bank has accumulated through derivatives and direct tenders. The next milestone after that is Commerzbank’s second-quarter earnings on August 6. Until then, the tug-of-war over the shareholder base and the company’s independent trajectory will continue to drive price action.
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