UniCredit Advances Bid for Commerzbank as German Opposition Persists

According to Axios, the Italian lender has expanded its position in Commerzbank following the completion of its takeover offer, bringing it to the threshold of effective control of the German bank.

UniCredit said Wednesday that it now holds a 47.6% economic interest in Commerzbank. Excluding treasury shares that do not carry voting rights, the bank’s voting position stands at approximately 49.7%, according to Reuters, leaving UniCredit just below a formal majority.

The larger stake represents another step in Chief Executive Andrea Orcel’s strategy to build a stronger pan-European banking group through cross-border acquisitions. UniCredit began accumulating shares in Commerzbank in 2024 before later launching a formal takeover offer for the lender.

While the increased ownership strengthens UniCredit’s position, the transaction remains subject to regulatory oversight before the bank can fully consolidate its influence. Reuters reported that UniCredit expects European banking supervisors to recognize its position of effective control under German corporate rules, although obtaining a majority stake would provide broader governance rights, including greater influence over board appointments.

The proposed combination has drawn attention from regulators because of its potential implications for competition in Germany’s banking sector and the broader European financial market. Although UniCredit already operates in Germany through its HypoVereinsbank subsidiary, combining that business with Commerzbank would expand its presence in one of Europe’s largest banking markets. Banking mergers of this scale are typically reviewed for their effects on financial stability, market concentration and competition before they receive final regulatory approval.

Read more: Commerzbank Rejects UniCredit’s €37 Billion Takeover Offer

Political opposition in Germany has remained one of the biggest obstacles to the transaction. Reuters reported that Germany’s Finance Ministry again criticized UniCredit’s pursuit of Commerzbank, describing the approach as hostile. The German government still owns roughly 12% of Commerzbank, a stake it retained following the bank’s rescue during the global financial crisis.

Commerzbank has also continued to oppose the takeover. According to Reuters, the bank said fewer than 2% of institutional and retail shareholders independently tendered their shares during UniCredit’s offer period, arguing that the limited participation showed shareholders were not persuaded by the proposal. Commerzbank has consistently maintained that its standalone strategy offers greater long-term value than a merger.

The takeover has become a focal point in the broader debate over banking consolidation across Europe. As Axios reported, European policymakers have generally supported greater cross-border integration within the banking sector to strengthen the region’s financial system, while national governments have often resisted foreign acquisitions of major domestic lenders viewed as strategically important.

Competition authorities and banking supervisors reviewing transactions of this size typically examine whether a merger could reduce consumer choice, increase market concentration in specific banking markets or affect lending conditions for businesses and households. Those assessments are conducted alongside prudential reviews of the combined institution.

Source: Axios