UniCredit escalated its pursuit of Commerzbank by making a low-ball unsolicited offer on Monday intended to push the German lender into merger negotiations and end an 18-month impasse over a potential cross-border deal. The Italian bank, which accumulated a stake in Commerzbank in September 2024, values the target at around 35 billion euros ($40 billion) and already owns nearly 30% of the Frankfurt-based group.
UniCredit’s leadership frames the move as leverage to revive stalled discussions rather than an immediate attempt to secure broad shareholder backing. The bank does not expect the proposal to win over a large number of investors, but the bid changes the dynamics by increasing public and regulatory scrutiny and by preserving UniCredit’s option to acquire additional shares on the open market in 2027.
The attempted approach has drawn in a range of actors whose views will shape whether any transaction can proceed. Below is a breakdown of the main players and the positions they have expressed.
The bank executives
- Andrea Orcel, UniCredit CEO - The former investment banker is identified as the architect of the bid. Frustrated by the slow pace of progress after an unsuccessful attempt last year to buy an Italian lender, his decision to table a low-ball offer underscores a determined push to advance the plan.
- Bettina Orlopp, Commerzbank CEO - Commerzbank’s chief executive has consistently defended the bank’s independence. On Monday she emphasized that the move was not coordinated with Commerzbank, saying: "This move is not coordinated with us."
Government figures
- Friedrich Merz, chancellor of Germany - With Germany owning almost 13% of Commerzbank, the chancellor reiterated the government’s preference for an independent Commerzbank, reflecting continuity with the prior administration’s stance on the matter.
- Lars Klingbeil, German finance minister - Responsible for overseeing the government stake, he and his party have positioned themselves to protect domestic employment and described UniCredit’s advances as "unfriendly."
- Giorgia Meloni, Italian prime minister - The prime minister has not publicly championed UniCredit’s foreign expansion plans and has confined comments to the domestic banking market, rather than endorsing cross-border deals.
- Giancarlo Giorgetti, Italy’s finance minister - He previously took action that opposed UniCredit’s attempt to buy a smaller Italian rival, Banco BPM, contributing to that bid’s failure.
Regulators
- European Central Bank - The ECB, which supports broader European integration in banking, authorised UniCredit to move past the 10% holding threshold and reach up to 29.9%. Any further increases in ownership would require additional clearances at thresholds such as 30% and 50%.
- European Commission - The EU competition authority would become involved in a review if UniCredit were to obtain a controlling majority of Commerzbank, as that would raise competition issues requiring assessment.
Labour representatives and customers
- Verdi, the German labour union - The union, which has already overseen significant staff reductions at Commerzbank, is strongly opposed to any takeover. Commerzbank employs nearly 40,000 people, and labour groups have expressed concern about job security.
- Sascha Uebel - The chairman of Commerzbank’s works council and a deputy on the bank’s supervisory board described UniCredit’s latest approach as shameful and hostile in remarks to German news agency DPA.
- Corporate customers - A reported cohort of corporate clients from Germany urged Commerzbank’s management to reject a deal, reflecting unease within parts of the bank’s client base.
Investors
Many shareholders have remained silent since UniCredit launched its stakebuilding, though one investor, Union Investment, publicly urged a constructive dialogue between the two banks. UniCredit itself does not appear to expect overwhelming shareholder support for its low-ball bid, but the offer raises the pressure on Commerzbank’s board and its large stakeholders.
The unfolding episode highlights the multifaceted nature of large cross-border banking transactions in Europe, where corporate strategy intersects with national political priorities, regulatory thresholds and labour concerns. UniCredit’s move has converted a period of limited progress into a more confrontational phase that will require navigation of both corporate governance and public-policy considerations.
($1 = 0.8700 euros)