A PYMNTS Company

Commerzbank Rejects UniCredit’s €37 Billion Takeover Offer

By  |  May 18, 2026
Commerzbank Rejects UniCredit’s €37 Billion Takeover Offer

Commerzbank AG has formally rejected a €37 billion ($43 billion) takeover proposal from UniCredit SpA, calling the offer inadequate and urging shareholders not to tender their shares as tensions between the two lenders continue to intensify.

    Get the Full Story

    Complete the form to unlock this article and enjoy unlimited free access to all PYMNTS content — no additional logins required.

    yesSubscribe to our daily newsletter, PYMNTS Today.

    By completing this form, you agree to receive marketing communications from PYMNTS and to the sharing of your information with our sponsor, if applicable, in accordance with our Privacy Policy and Terms and Conditions.

    In a statement released Monday, Commerzbank said UniCredit’s all-share offer fails to properly value the German lender, according to Bloomberg. Chief Executive Officer Bettina Orlopp said the proposal “does not offer an adequate premium to our shareholders,” reflecting the formal assessment of both Commerzbank’s management board and supervisory board, according to Bloomberg.

    Commerzbank added that it remains open to discussions if UniCredit improves its bid and outlines a credible strategic plan for the combined institution. The German lender said any future proposal would need to “builds on the strengths” of its existing business model. However, Commerzbank argued that UniCredit’s current synergy assumptions are “neither robust nor convincing” and warned that the proposed merger could weaken its ability to support German corporate clients, per Bloomberg.

    Under the current terms, UniCredit is offering 0.485 of its own shares for each Commerzbank share, valuing the target at approximately €37 billion based on Friday’s closing prices. That stands below Commerzbank’s market capitalization of roughly €39 billion, according to Bloomberg.

    UniCredit Chief Executive Officer Andrea Orcel has previously indicated that the bank could consider sweetening its offer if investor participation is strong or if formal discussions with Commerzbank begin. In response to Commerzbank’s latest remarks, UniCredit said Monday that “we fundamentally disagree with many of the arguments put forward and find them to be without merit or substantiating data.” The Italian lender added that a fuller response would be issued “in due course,” according to Bloomberg.

    Related: Commerzbank Merger Talks Resurface as UniCredit CEO Presses German Officials

    The dispute marks another escalation in a takeover battle that began in September 2024, when Orcel openly started pursuing Commerzbank as part of UniCredit’s broader push to expand in Germany, Europe’s largest economy. UniCredit formally launched its bid in March, with the offer distributed to Commerzbank shareholders earlier this month. The acceptance period is scheduled to run through June 16, according to Bloomberg.

    Commerzbank has repeatedly criticized UniCredit’s approach throughout the process, accusing the Italian bank of attempting to depress its valuation. On Monday, the German lender renewed those concerns, saying any constructive talks would require a foundation of trust. That trust, Commerzbank said, has been “severely undermined” by UniCredit’s “uncoordinated conduct and its repeatedly misleading communications,” according to Bloomberg.

    Adding to the complexity of the deal, the Germany government — Commerzbank’s second-largest shareholder with a stake of about 12% — remains strongly opposed to the proposed takeover, according to Bloomberg.

    Source: Bloomberg