Commerzbank's management board has formally rejected UniCredit's roughly €37 billion takeover proposal, urging shareholders to reject the offer. The German lender's central complaint: the bid doesn't include a meaningful control premium - meaning UniCredit is not paying enough for control of the company.
The rejection, announced May 18, marks a sharp escalation in a year-long saga. UniCredit has quietly amassed a near-30% stake in Commerzbank, approaching the German legal threshold that would force a mandatory takeover offer.
The board characterized UniCredit's proposal not as a merger of equals but as a unilateral restructuring plan. The absence of a market-standard control premium is the most pointed criticism - acquiring firms typically pay above trading price to compensate shareholders for handing over control.
Commerzbank's works council has labeled the attempt hostile, appealing to the German government to block the deal. Their argument: Germany losing operational control of its second-largest commercial bank to an Italian rival threatens economic independence. The workforce also fears job cuts inevitable in cross-border bank mergers.
Germany's codetermination system gives workers seats on supervisory boards, meaning labor opposition carries real weight in strategic decisions.
UniCredit has spent more than 18 months building its position, gradually reaching nearly 30% ownership. Under German securities law, crossing the 30% threshold triggers a mandatory offer to remaining shareholders. UniCredit appears to have parked just below that line.
For Commerzbank shareholders, the board's rejection creates tension: management says the offer undervalues the company, but a near-30% stake held by a determined acquirer tends to put a floor under the share price.
Both banks have been developing crypto custody and tokenization capabilities under evolving EU regulations; any ownership change would raise questions about which digital asset strategies survive integration.