UniCredit has received authorisation from the European Central Bank to cross the 30% threshold in Commerzbank and to raise its stake further without upper limits, the Italian bank said on 15 October, paving the way for it to take control of Germany's second-largest private bank around the end of 2026.
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 15 October that the ECB decision was an important milestone, underscoring the supervisor's positive assessment of the transaction. BaFin had confirmed at the end of July that UniCredit's application was complete and passed it to the ECB. UniCredit needed the approval to take delivery of the shares tendered in its exchange offer, which closed in July with 17.60% of Commerzbank's capital tendered, taking its position to 47.59%, or 49.65% of voting rights. It expects the remaining regulatory processes and offer conditions to be completed around year end, when it will hold about 50% of the votes and be able to take control.
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. According to Reuters, chief executive Andrea Orcel has held talks with government representatives, who want Commerzbank to keep its Frankfurt headquarters, protect jobs and keep lending to German businesses, and has pushed back a full merger to 2029-2030.
