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Commerzbank Rejects UniCredit €37B Offer, Citing Low Valuation

5/18/2026

Summary

Commerzbank Rejects Bid

On May 18 2026, Commerzbank AG rejected UniCredit SpA’s €37 billion takeover bid.
The offer of 0.485 UniCredit shares per Commerzbank share valued the bank below its €39 billion market cap.
CEO Bettina Orlopp said the proposal undervalues Commerzbank and lacks an adequate premium.
UniCredit controls about 27% of Commerzbank directly and an additional 12% of voting rights via derivatives, while the German government, holding roughly 12%, remains strongly opposed.

Summary

Commerzbank Warns

Commerzbank warned that a UniCredit takeover could cause up to 11,000 full-time job cuts.
It cautioned shareholders that the deal would expose them to UniCredit’s operational risks in Russia.
The analysis noted investors would inherit UniCredit’s large Italian government-bond holdings, adding sovereign-debt risk.
The 137-page report, issued with the rejection, warns of broader financial and employment uncertainty for Germany’s banking sector.

Summary

EU Urges Mergers

EU officials publicly urged cross-border banking mergers to strengthen the European financial system.
German Chancellor Friedrich Merz condemned what he called “hostile and aggressive tactics” in the banking sector amid the takeover dispute.
UniCredit chief executive Andrea Orcel argued that larger pan-European banks are essential for global competitiveness.
Regulators, labor groups and investors are closely watching the standoff as they assess the likelihood of further ownership moves.

Summary

UniCredit Offers

German corporate law requires a buyout proposal before exceeding 30 % ownership, a threshold UniCredit has approached by lifting its stake to close to that limit after buying shares since 2024.
CEO Andrea Orcel said the May 18 offer was not intended to give UniCredit immediate control but to break a long-standing impasse.
UniCredit dismissed the board’s criticism as baseless.
The board warned the bid underestimates potential revenue losses and overstates expected synergies.

History

Historical Context

UniCredit formed in 1998 by merging Credito Italiano and Unicredito, creating a pan-European bank that soon entered Central and Eastern Europe. The 2005 acquisition of Germany’s HypoVereinsbank linked its German network to its existing Italian, Austrian and CEE operations, a precedent for the 2026 bid for Commerzbank that again pits UniCredit’s 13-market footprint against German regulators.

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Commerzbank Rejects Bid

On May 18 2026, Commerzbank AG rejected UniCredit SpA’s €37 billion takeover bid.
The offer of 0.485 UniCredit shares per Commerzbank share valued the bank below its €39 billion market cap.
CEO Bettina Orlopp said the proposal undervalues Commerzbank and lacks an adequate premium.
UniCredit controls about 27% of Commerzbank directly and an additional 12% of voting rights via derivatives, while the German government, holding roughly 12%, remains strongly opposed.

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