Commerzbank Drops Two-Year Resistance, CEO Opens Door to UniCredit Merger Talks
Commerzbank Drops Two-Year Resistance, CEO Opens Door to UniCredit Merger Talks #
Germany’s Commerzbank has dropped its resistance to a takeover by Italy’s UniCredit, with Chief Executive Bettina Orlopp formally signalling the bank’s willingness to enter negotiations. If completed, the deal would rank among the largest cross-border banking mergers in European history.
Orlopp disclosed the change in an internal message posted to the bank’s intranet on July 31, which was seen by Reuters. She told staff that the two institutions would hold discussions over the coming weeks and months to determine how to move forward step by step. The announcement reverses nearly two years of opposition from Commerzbank’s management, which had consistently characterised UniCredit’s approach as hostile.
The shift follows UniCredit’s extended stake-building campaign. Through a combination of share purchases and derivative instruments, the Italian lender has assembled a position that, according to its own disclosures, equates to approximately 49.65% of Commerzbank’s voting rights when the German bank’s non-voting treasury shares are excluded, an economic interest of roughly 47.59% on a gross basis.
The supervisory board had acted even before Orlopp’s message. Chairman Jens Weidmann formally invited UniCredit CEO Andrea Orcel to open constructive negotiations on July 24, according to Handelsblatt and FINANCE Magazin. The invitation came from a board that had spent months trying to limit UniCredit’s influence. Orcel has stated publicly that he expects to take operational control of Commerzbank in the fourth quarter of 2026.
Bloomberg reported that Orlopp is scheduled to join a video conference with UniCredit executives shortly after Commerzbank publishes its second-quarter results in early August, a call expected to formally open talks that could run for several months. The discussions are set to focus on how much Commerzbank’s strategy and structure might change once UniCredit takes control.
The German federal government, which holds a stake of more than 12% in Commerzbank, also appears to have softened its position. Bloomberg reported that Berlin, once among the loudest critics of UniCredit’s initial stake acquisition in 2024, has been drafting a softer stance. Orcel has indicated flexibility on job guarantees and branch continuity, concessions aimed at easing opposition from German labour representatives and politicians.
UniCredit’s bid is valued at approximately €45 billion. Rating agency S&P Global moved its outlook on Commerzbank back to “stable” from “positive” in July 2026, citing integration risks that a potential deep merger could pose to the bank’s independent risk buffers.
Regulatory approvals remain outstanding, and analysts expect the process to be lengthy. With Commerzbank’s CEO, its board chairman, and its largest government shareholder all now backing negotiations, the prospect of a merger has moved considerably closer to reality.
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