UniCredit announced on 16 March a voluntary share-exchange offer for Commerzbank, valuing Germany's second-largest private bank at about €35bn and aiming to lift its holding above 30%.
Why UniCredit S.p.A. is buying Commerzbank AG
UniCredit said the offer was designed to overcome the 30% cliff edge in German takeover law and to foster constructive engagement with Commerzbank and its stakeholders. Crossing the threshold would end the need to trim its stake as Commerzbank buys back shares and would let it buy more shares freely afterwards. It said it did not expect to achieve control.
Deal terms and financing
UniCredit expected BaFin to set the ratio at 0.485 of its shares per Commerzbank share, implying €30.80, a 4% premium to the 13 March close. With roughly 1.13bn Commerzbank shares outstanding, the offer was worth about €35bn, according to AFP via Boursorama. An extraordinary meeting in May was to approve the related capital increase.
Regulatory approvals and timing
UniCredit said on 8 July that 17.60% of Commerzbank's share capital had been tendered, giving it 47.59% together with its direct stake and physically settled instruments. Commerzbank said the same day that fewer than 2% came from institutional and retail investors and that the transfer of tendered shares remained subject to regulatory approvals. UniCredit had guided to settlement by the first half of 2027.
Market context
UniCredit first bought into Commerzbank in September 2024 by acquiring a 4.5% stake from the German government, which still owns about 12% and has refused to sell more. Commerzbank's management and the government have opposed a takeover.
