Germany-based Commerzbank has formally rejected a €39 billion takeover offer from Italy’s UniCredit, escalating a months-long standoff that has become one of Europe’s most closely watched banking battles.
Commerzbank’s supervisory and management boards recommended that shareholders not accept UniCredit’s exchange offer, arguing that the proposal undervalues the bank and carries significant risks. The rejection comes after UniCredit increased its ownership stake in Commerzbank to nearly 30%, making it the German lender’s largest shareholder.
According to Reuters, UniCredit’s proposal values Commerzbank at nearly €39 billion, or about $45.4 billion, which Commerzbank said remains below the company’s market valuation. The German bank described the offer as “vague” and said it does not adequately reflect the institution’s long-term value or strategic momentum.
The formal rejection represents the latest development in a takeover saga that began in 2024 when UniCredit started accumulating shares in Commerzbank. Since then, tensions have continued to rise between the two banks, along with growing political scrutiny in Germany over foreign ownership of one of the country’s largest lenders.
Commerzbank has repeatedly defended its standalone strategy and argued that its transformation plan offers stronger and less risky long-term value creation than a cross-border merger. In recent months, the company has outlined upgraded financial targets and restructuring initiatives designed to reinforce investor confidence in its independence.
Earlier this month, Commerzbank announced plans to cut approximately 3,000 jobs while simultaneously raising its long-term profitability targets. The bank said the measures are intended to strengthen operational performance and demonstrate the viability of its independent strategy amid UniCredit’s pursuit.
UniCredit CEO Andrea Orcel has argued that larger cross-border banking combinations are necessary to improve Europe’s competitiveness and create stronger financial institutions capable of competing globally. However, the proposal has faced resistance from Commerzbank leadership, labor groups, and German political officials.
German Chancellor Friedrich Merz recently criticized what he described as “hostile and aggressive tactics” in the banking sector, signaling broader concern within Germany about the potential loss of a key domestic financial institution.
Germany still owns approximately 12% of Commerzbank following the bank’s bailout during the global financial crisis, adding another layer of political sensitivity to the proposed transaction.
The standoff is also emerging as a broader test case for European banking consolidation efforts. European Union officials have increasingly encouraged cross-border banking mergers to strengthen the region’s financial system, while national governments have remained cautious about losing influence over major domestic institutions.
Despite UniCredit’s continued push, Commerzbank executives have maintained that the Italian lender has not presented a compelling integration plan or offered an adequate premium for shareholders. Reuters previously reported that Commerzbank CEO Bettina Orlopp told employees the company does not see a convincing rationale for the merger and believes the takeover attempt undermines stakeholder trust.
The formal rejection is expected to prolong the battle over Commerzbank’s future, with investors, regulators, labor representatives, and government officials all closely monitoring whether UniCredit continues pursuing a larger ownership stake or revises its proposal in the months ahead.
