Commerzbank has turned down UniCredit’s €35bn ($40bn) voluntary exchange offer, noting that the proposal is not “aligned” with its current strategy.
The German lender also highlighted a lack of critical information regarding the terms necessary for a “value-creating transaction.”
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UniCredit had designed the exchange offer to bypass the 30% “cliff-edge” control threshold under German takeover law while allowing room for future stake increases.
This strategy avoids constant adjustments to its holding, which were previously hindered by Commerzbank’s active share buyback programme, it said.
The Italian bank also highlighted that it has “no expectation to achieve control”.
“If as expected UniCredit remains with no control in Commerzbank the financial impact on capital will be negligible,” it noted.
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By GlobalDataCurrently, UniCredit holds about 26% of Commerzbank directly, with an additional 4% held through total return swaps.
The formal launch of the offer was planned for early May.
Preliminary figures suggested a likely ratio of 0.485 UniCredit shares for each Commerzbank share, corresponding to €30.8 per share, a premium of 4% compared to the 13 March 2026 closing price.
Commerzbank CEO Bettina Orlopp said: “Our top priority is to create sustainable value for our shareholders and all stakeholders of Commerzbank. We are convinced of the strength and potential of our strategy, which focuses on independence and profitable growth. This move is not coordinated with us. The exchange ratio expected in the announcement does in fact not include a premium for our shareholders.”
In parallel, UniCredit awaits shareholder approval at its 31 March AGM for a proposed €4.75bn share buyback for 2025.
This remains subject to backing from both shareholders and the European Central Bank.
The buyback is expected to start after the offer period ends and will depend on how many shares are taken up in the exchange.
Last year, a report by the Financial Times said that UniCredit is expanding the number of German members on its board to facilitate the acquisition of Commerzbank.
