Will UniCredit buy Commerzbank? In practical terms it already has most of what it needs: after its exchange offer closed in July 2026, UniCredit counts 47.59% of Commerzbank's share capital, or 49.65% of the voting rights, once tendered shares and swaps are added to its direct stake. What it does not yet have is the legal transfer of the tendered shares, which waits on a last set of regulatory approvals. On 9 November 2026 UniCredit said control, a new governance structure and its "Commerzbank Unlocked" plan are expected by the first quarter of 2027, its chief executive told analysts the remaining approvals should arrive by late November, and the Financial Times reported the same day that UniCredit was set to seal the takeover this month.
Corporate INTL Newsroom · Banking & Finance
Will UniCredit Buy Commerzbank? Why Control Is Expected This Month and What Changes
By The Corporate INTL Newsroom · 10 November 2026
This guide explains how UniCredit built its position, the terms of the offer, why Commerzbank and Berlin resisted, the German, ECB and EU rules that govern each step, what remains outstanding as of 10 November 2026, and what changes for shareholders, staff and customers.
Will UniCredit buy Commerzbank? The short answer
UniCredit is about to take control of Commerzbank, but it is not buying the whole bank yet. Control will come when the shares tendered in its 2026 exchange offer are delivered, lifting UniCredit to roughly half the votes, which is enough to decide most shareholder resolutions. A full acquisition, a squeeze-out of minority shareholders or a merger with UniCredit's German subsidiary HypoVereinsbank (HVB) would each need further steps that UniCredit has not yet taken.
Andrea Orcel, UniCredit's chief executive, put the near-term ambition plainly on 9 November: "For the foreseeable future, 50% is the number," he said, according to Reuters. He added that UniCredit would immediately ask Commerzbank to convene an extraordinary general meeting to elect new shareholder representatives to its supervisory board once the approvals arrive.
| Question | Position on 10 November 2026 |
|---|---|
| Stake including tendered shares and swaps | 47.59% of capital, 49.65% of voting rights |
| Offer acceptance periods | Closed on 16 June and 3 July 2026 |
| ECB approval | Granted on 15 October 2026 |
| EU merger decision | Due by 16 November 2026; unconditional clearance reported |
| Other approvals left | Polish KNF (four mBank entities), US Federal Reserve, EU foreign subsidies clearance |
| Control and new board | Expected by the first quarter of 2027, after settlement and an extraordinary meeting |
| Full merger with HVB | Initially planned for after 2028; UniCredit says it could come earlier |
How much of Commerzbank does UniCredit own, and how did it get there?
UniCredit holds 26.77% of Commerzbank directly, has swaps giving it a right to physical delivery of a further 3.22%, and received acceptances for 17.60% in its offer. It got there in stages over two years, using derivatives to build an economic position while it waited for supervisory approval to own the shares outright.
UniCredit first disclosed a stake of about 9% in September 2024 and then layered on total return swaps. Its offer document lists swaps with Citigroup entered in November and December 2024, a swap with Nomura over 30.8 million shares from 18 December 2024, and a BNP Paribas swap partly settled in shares on 19 March 2026. Swaps let a buyer take the price exposure without voting rights; they convert into shares only when settled physically, and for a bank that requires approval.
That approval came in steps. On 14 March 2025 UniCredit announced ECB authorisation to hold up to 29.9% directly, while noting that about 18.5% then sat in derivatives and that further approvals, including from Germany's Federal Cartel Office, were still needed. By May 2026 it had received all relevant authorisations to go up to 30% less one share.
| Component | Share of Commerzbank capital | Source of the figure |
|---|---|---|
| Shares held directly | 26.77% | Offer document, 5 May 2026 |
| Swaps with a right to physical delivery | 3.22% | Offer document, 5 May 2026 |
| Shares tendered in the offer | 17.60% | UniCredit, 8 July 2026 |
| Total | 47.59% (49.65% of voting rights) | UniCredit, 8 July 2026 |
The 30% line mattered because of German takeover law, explained below. Commerzbank's own buybacks cancel shares, which pushes every other holder's percentage up. A bidder sitting just under 30% could cross the line by accident and be forced into a mandatory offer. UniCredit, a Milan-listed group (see our Italy adviser directory), called this the "30% cliff-edge".
The exchange offer: terms, price and timetable
On 16 March 2026 UniCredit published its decision to make a voluntary public takeover offer for all Commerzbank shares, paid in new UniCredit shares, and said it expected to end above 30% "without reaching control". It said the offer was designed to remove the cliff-edge and foster engagement. It expected a ratio of 0.485 UniCredit shares per Commerzbank share, implying €30.8 and a 4% premium at the 13 March close.
The final terms appear in the offer document BaFin cleared for publication on 5 May 2026:
- Consideration. 0.485 new UniCredit shares per Commerzbank share, with cash for fractions and cash proceeds for US holders who cannot receive the new shares.
- Minimum price. BaFin set Commerzbank's three-month average price at €34.24. At UniCredit's own three-month average of €70.832, the offer was worth €34.35, a premium of about 0.32% over the statutory minimum.
- Periods. Acceptance ran from 5 May to 16 June 2026, followed by a two-week additional period that ended on 3 July 2026.
- No minimum acceptance. The conditions cover merger control, foreign investment, foreign subsidies, financial regulatory approvals, insolvency, share capital and market disruption, but no minimum take-up.
- Long-stop. Each regulatory condition must be met by 19 June 2027, with settlement no later than 2 July 2027, or the offer lapses.
Long-stop dates and regulatory conditions of this kind are standard in large deals; compare the approvals timetable in the Marvell Lumentum deal or the US review of the Fox Roku takeover.
Why Commerzbank's boards rejected the offer
Commerzbank's management and supervisory boards told shareholders not to accept. In their joint reasoned statement of 18 May 2026 they said the offer gave no adequate premium and that UniCredit's plan was "vague" and carried "considerable risks".
The numbers supported the first point. On 15 May 2026 the implied offer value was €34.56 against a Commerzbank closing price of €36.48, and the boards said the median analyst target stood at about €41.50. They argued that UniCredit underestimated revenue losses, overestimated synergies and assumed an unrealistic timetable, and that cutting Commerzbank's international network would weaken support for export-oriented German Mittelstand clients. Because payment was in UniCredit shares, accepting shareholders would also take on those risks as UniCredit shareholders.
The offer still did its job for UniCredit. Shares representing 17.60% of the capital were tendered, enough to carry it far beyond 30%. By the autumn Commerzbank's tone had shifted: on 5 November 2026 chief executive Bettina Orlopp said the board was "convinced that together with UniCredit, we can create value".
Berlin, the board seats and the workforce
The German state remains Commerzbank's second-largest shareholder with 13.3%, a legacy of its 2009 rescue, and it did not sell into the offer. Its leverage now lies less in its vote than in the conditions it attaches to a deal it can no longer block.
According to Reuters, Berlin initially listed board representation among its core issues, but its focus has shifted to safeguards for jobs, lending to small businesses, Commerzbank's Frankfurt headquarters and its stock market listing. Commerzbank reserves two supervisory board seats for the government. UniCredit wants to appoint all 10 shareholder representatives on the 20-member board, which would leave no room for them. Frankfurt's role as a financial centre, home to the ECB and the new EU Anti-Money Laundering Authority, sits in the background of that argument.
For employees, the record so far is set by Commerzbank's own restructuring and by what UniCredit has written down. Commerzbank says around 1,800 employees have reached individual agreements for an orderly transition and more than 1,100 have accepted a further voluntary partial retirement scheme agreed with employee representatives. UniCredit's offer document says it has identified cost savings, including in personnel, but will not implement measures other than by or in agreement with Commerzbank's management, and that it has no intentions on employee representation or employment conditions.
How German takeover law shapes the UniCredit Commerzbank takeover
German takeover law, the Securities Acquisition and Takeover Act (WpÜG), treats 30% of the voting rights as control, and that single threshold explains most of UniCredit's choices. Below it, takeover law imposes no offer obligation; crossing it triggers a duty to publish and make a mandatory offer at a regulated minimum price, unless control was gained through a takeover offer.
| Threshold or rule | What it does | How it applied here |
|---|---|---|
| 30% of voting rights (s29 WpÜG) | Defines control | UniCredit crossed it through the offer |
| Mandatory offer (s35 WpÜG) | Publish control within seven working days and submit an offer within four weeks | Not required: control gained via a takeover offer (s35(3)) |
| Minimum price (s31 WpÜG) | Higher of the three-month average price and prior purchase prices | €34.24 per Commerzbank share |
| Acceptance periods (s16 WpÜG) | Four to ten weeks, plus two weeks after the result | 5 May to 16 June, then to 3 July 2026 |
| Reasoned statement (s27 WpÜG) | Target boards must give a view | Published 18 May 2026, rejecting the offer |
| 75% of capital represented (AktG) | Mergers, domination agreements, changes of legal form | Holders of more than 25% at a meeting can block |
| 95% (s327a AktG, s39a WpÜG) or 90% (merger squeeze-out) | Forced buy-out of minorities | Far above UniCredit's current position |
Once above 30%, UniCredit can raise its stake in the market without launching another offer. The offer document also explains why structural steps would be slow: a domination and profit transfer agreement, a merger or a change of legal form usually needs 75% of the capital represented at the meeting, and any single shareholder can challenge a resolution in court. At publication UniCredit said it did not intend to pursue a delisting, a domination agreement or a squeeze-out, and would assess such measures later. Advisers on share acquisitions will recognise the pattern: owning shares does not by itself let a buyer reorganise the company. Practitioners can find corporate advisers in Germany through our directory.
What did the ECB approve on 15 October?
The ECB decided on 15 October 2026 not to oppose the transaction, allowing UniCredit to go beyond its earlier 29.9% ceiling and clearing the main obstacle to delivery of the tendered shares. Under the banking union's Single Supervisory Mechanism, the ECB decides on qualifying holdings in euro area banks, assessing the buyer's reputation, financial soundness and the target's ability to keep meeting prudential rules, normally within 60 working days of a complete application.
A holding is qualifying from 10% of capital or votes, with further approvals at 20%, 30% and 50% or when a bank becomes a subsidiary. That is why UniCredit's approvals came in layers: 29.9% in March 2025, then the higher threshold in October 2026. By 27 October UniCredit's condition notices also recorded ECB approval of the Commerzbank holding exceeding 10% of UniCredit's own consolidated own funds under Italian banking law, and BaFin and Luxembourg clearances for Commerzbank subsidiaries. Commerzbank confirmed in its nine-month results that the ECB granted the approval on 15 October and said the remaining clearances were expected in the fourth quarter or by early 2027 at the latest.
EU merger control and the banking-union angle
The European Commission must clear the deal under the EU Merger Regulation, and it is due to decide by 16 November 2026. On 9 November Reuters reported, citing three people with direct knowledge, that UniCredit is set to receive unconditional approval. The Commission and UniCredit declined to comment.
The same report said the Commission initially had concerns about whether Berlin's demand to keep two supervisory board seats was compatible with EU law. That legal question is separate from the competition assessment, and regulators expect it to be resolved in time or examined later. It touches a wider banking-union theme: whether national governments may shape who controls a bank once the ECB has approved the buyer.
A separate condition requires clearance under the EU Foreign Subsidies Regulation, explained in our guide to the EU rules on foreign subsidies. For a recent example of how Brussels clears a large deal, see the AkzoNobel Axalta decision. Competition lawyers will watch whether the Commission's decision text addresses the board-seat point.
Which approvals are still outstanding, and what happens next?
As of UniCredit's notice of 27 October 2026, a small set of conditions remained, and UniCredit says they should all be met by late November. Once they are, settlement follows within ten business days of UniCredit announcing it, the tendered Commerzbank shares are swapped for new UniCredit shares, and UniCredit's votes rise to around half.
| Outstanding condition | Authority | Status |
|---|---|---|
| EU merger control (and any referral to a member state) | European Commission | Decision due by 16 November 2026 |
| EU foreign subsidies clearance | European Commission | Pending |
| mBank, mBank Hipoteczny, mTFI, mElements | Polish Financial Supervision Authority (KNF) | Pending |
| Commerzbank and Commerz Markets LLC | US Federal Reserve | Pending |
Approvals already in hand include merger control in Serbia, US merger control (deemed met because UniCredit stays below 50% of the votes), foreign investment clearance in France and the United States, BaFin and ECB decisions for the German entities, and the Luxembourg CSSF on 27 October. After settlement UniCredit plans to request an extraordinary general meeting to elect new shareholder representatives, and its third-quarter results put control, new governance and "Commerzbank Unlocked" in the first quarter of 2027, subject to the timing of that meeting.
Poland is the reason for "50% is the number". The offer document records that if UniCredit holds more than 50% of Commerzbank's votes, Polish law requires a mandatory offer for Polish-listed mBank unless the KNF agrees otherwise, and Orcel said UniCredit does not intend to launch one any time soon. Approvals in several countries can stretch timetables, as the Warner Bros. Paramount deal showed.
What it means for shareholders, staff and customers
For Commerzbank shareholders who tendered, the result is new UniCredit shares at 0.485 per Commerzbank share once the offer settles, and those shares carry the 2026 dividend if issued before UniCredit's meeting on 2026 profits. Shareholders who did not tender keep Commerzbank shares, which remain listed in Frankfurt; there is no new offer to accept, and no squeeze-out on the horizon at current ownership levels.
Commerzbank's distributions continue. It is targeting about €3.2 billion of capital return for 2026 and had completed around 70% of a buyback of up to €1.2 billion by early November. For investors in both banks, trading around the settlement and the extraordinary meeting will draw scrutiny under market abuse rules, a reminder of the recent insider trading charges linked to M&A files.
For staff, nothing changes on the day of settlement, but a new supervisory board would appoint the management board, and UniCredit's synergy case includes personnel savings. Employment lawyers will look at how any later integration with HVB is negotiated with works councils. For customers of Commerzbank and its online brand comdirect, accounts, deposits and contracts stay with the same legal entity. Any later IT integration would fall under EU operational resilience rules, including DORA.
What is still open, and when to take advice
Several questions remain open. The EU decision and its treatment of Berlin's board seats are not yet public. The KNF and Federal Reserve approvals are outstanding, and UniCredit's late-November target is a company expectation, not a fixed date. The timing of the extraordinary meeting, the make-up of a new supervisory board and the fate of chief executive Bettina Orlopp all depend on settlement. The biggest question, whether and when Commerzbank merges with HVB, is also unsettled: UniCredit's April plan pointed to after 2028, but it now says a combination could be executed earlier if a solution benefits shareholders, employees, clients and other stakeholders.
Those with exposure, whether as shareholders, counterparties to Commerzbank, mBank investors or employees, should take advice on their position as the timetable firms up. Our directory lists banking and finance advisers and corporate and M&A advisers who handle cross-border bank deals.
Frequently asked questions
Will UniCredit buy Commerzbank?
UniCredit is set to take control rather than buy the whole bank. With 47.59% of the capital including tendered shares, it expects control once the last approvals arrive, which it says should happen by late November 2026. A full takeover or merger with HVB would need further steps.
How much of Commerzbank does UniCredit own?
UniCredit holds 26.77% directly, has swaps over 3.22% with a right to physical delivery and received acceptances for 17.60% in its offer. Together that is 47.59% of the share capital, or 49.65% of the voting rights once Commerzbank's own treasury shares are excluded.
Is UniCredit a German or Italian bank?
UniCredit S.p.A. is an Italian bank headquartered in Milan and listed on the Milan stock exchange. It has operated in Germany since 2005 through UniCredit Bank GmbH, known as HypoVereinsbank or HVB, the business it could one day combine with Commerzbank.
Did the ECB approve UniCredit's Commerzbank takeover?
Yes. On 15 October 2026 the ECB decided not to oppose UniCredit acquiring control of Commerzbank, and approved its holding exceeding 10% of UniCredit's consolidated own funds. The ECB had earlier authorised a stake of up to 29.9% in March 2025.
When will UniCredit take control of Commerzbank?
UniCredit says remaining approvals are expected by late November 2026. Settlement of the tendered shares then follows, after which it will ask for an extraordinary general meeting. It expects control and new governance by the first quarter of 2027.
Does the German government still own Commerzbank shares?
Yes. The federal government holds 13.3% and did not tender into the offer. It holds two supervisory board seats, and it is seeking safeguards for jobs, Mittelstand lending, the Frankfurt headquarters and Commerzbank's stock market listing.
Will UniCredit have to make another offer to Commerzbank shareholders?
No. Because UniCredit gained control through a voluntary takeover offer, German law exempts it from a later mandatory offer. Crossing 50% of the votes would, however, trigger a mandatory offer for Commerzbank's Polish subsidiary mBank unless the Polish regulator agrees otherwise.
Will Commerzbank be delisted or merged with HVB?
Not soon. UniCredit's offer document said it did not intend a delisting, domination agreement or squeeze-out, and a merger or domination agreement needs 75% of the capital represented. A combination with HVB was planned for after 2028, although UniCredit now says it could come earlier.
What happens to Commerzbank customers?
Nothing changes immediately. Accounts, deposits and loans stay with Commerzbank AG, which remains the same legal entity and the contracting bank. A change of shareholder does not move customer contracts; any later integration with HVB would need separate corporate and regulatory steps.
Sources
- UniCredit, "ECB authorizes UniCredit to increase Commerzbank stake to 29.9%", 14 March 2025: unicreditgroup.eu
- UniCredit, press release on the voluntary exchange offer for Commerzbank, 16 March 2026: unicreditgroup.eu
- UniCredit S.p.A., offer document for the voluntary public takeover offer (exchange offer) to Commerzbank shareholders, 5 May 2026: unicreditgroup.eu
- Commerzbank, "Board of Managing Directors and Supervisory Board recommend that shareholders not accept UniCredit's exchange offer", 18 May 2026: commerzbank.de
- UniCredit, "UniCredit Announces Final Results of Tender Offer", 8 July 2026: unicreditgroup.eu
- UniCredit, announcement regarding the fulfilment of an offer condition, 27 October 2026: unicreditgroup.eu
- Commerzbank, "Commerzbank delivers best nine-month result in its history", 5 November 2026: commerzbank.de
- UniCredit, 3Q26 and 9M26 group results summary, 9 November 2026: unicreditgroup.eu
- Reuters, "UniCredit prepares to call Commerzbank shareholder vote as profit surges", 9 November 2026: live.euronext.com
- Reuters, "UniCredit to win unconditional EU nod for Commerzbank deal, sources say", 9 November 2026: live.euronext.com
About this article
Researched and written by The Corporate INTL Newsroom from UniCredit's offer document and regulatory announcements, Commerzbank's reasoned statement and results release, and Reuters reporting; the Financial Times report of 9 November 2026 is cited as reported. It is general information, not legal or investment advice. Last reviewed 10 November 2026. For more analysis visit our newsroom or subscribe to our newsletter.
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