UniCredit has launched a voluntary public exchange offer for Commerzbank, escalating its long-running pursuit of the German lender and reopening pressure for merger talks. The Italian bank said the move is designed to lift its holding above the 30% threshold under German takeover law, while stressing that it does not expect to gain control.
The bank currently holds about 26% of Commerzbank directly and roughly another 4% through total return swaps. UniCredit said Germany’s market rules mean the final exchange ratio will be set by BaFin, but it expects the offer to amount to 0.485 UniCredit shares for each Commerzbank share, implying a value of about 30.8 euros per share and a premium of roughly 4% to Commerzbank’s March 13 closing price.
According to UniCredit, the offer is intended to remove the practical constraint created by the 30% ownership threshold and allow for more constructive engagement with Commerzbank and its stakeholders. The bank said the formal launch is expected at the beginning of May, with a four-week acceptance period, and that settlement is targeted for the first half of 2027 after the required approvals.
The bid revives one of Europe’s most politically sensitive banking deals. Commerzbank has been trying to convince investors that it can deliver stronger returns as a standalone lender, while German officials have previously made clear their opposition to a hostile takeover. UniCredit chief executive Andrea Orcel has repeatedly said any deeper combination would require broad stakeholder backing.