Italy’s UniCredit has launched a €35 billion ($40 billion) takeover approach for Germany’s Commerzbank, a move that immediately sets up a confrontation with the German government, which has repeatedly signalled its opposition to any foreign acquisition of the lender.
The Italian bank confirmed it intends to increase its stake in Commerzbank to over 30 per cent, a threshold that under German law triggers a mandatory public takeover offer for the entire company. UniCredit stated it does not seek to gain full control of the German lender but wants to secure a larger, more stable shareholding. “This would both remove the need for UniCredit to continuously adjust its stake to remain under the 30-per cent threshold and an ability to increase its stake freely,” the bank said in a statement.
Currently, UniCredit holds a direct stake of approximately 26 per cent in Commerzbank, with an additional economic interest of around four per cent through financial derivatives. By crossing the 30 per cent threshold, UniCredit will be compelled to make an offer to all shareholders, valuing the bank at roughly €1.4 billion more than its latest market capitalisation.
The approach has been publicly rejected by Commerzbank’s management and faces determined political resistance in Berlin. Chancellor Friedrich Merz previously described UniCredit’s moves as “unacceptable.” The German government retains a 12.1 per cent stake in Commerzbank, a legacy of its 2008 financial crisis bailout, and has indicated it will defend its national interests.
German takeover regulations are designed to protect minority shareholders once a bidder crosses the 30 per cent ownership mark, making a full-scale offer unavoidable. The process now moves to a formal phase where UniCredit must detail its offer to Commerzbank’s shareholders, subject to review by German financial regulators and the Federal Cartel Office.
The bid highlights ongoing tensions between the goal of deeper European banking integration and persistent national sensitivities over control of systemically important lenders. For UniCredit, the move represents a bold attempt to expand its German footprint, while for Berlin, it reignites debates over economic sovereignty. The mandatory offer is expected to be formally launched in the coming weeks, setting the stage for a high-stakes negotiation involving shareholders, management, and the German state.
