Commerzbank AG has acknowledged publication of the formal offer document for UniCredit S.p.A.’s unsolicited takeover bid, highlighting that the proposal remains unchanged and values the German lender below its current market price.
Under the offer terms first announced in March, UniCredit is offering 0.485 new UniCredit shares for each Commerzbank share. Based on UniCredit’s closing price of €64.06 on 4 May 2026, the exchange ratio implies a value of approximately €31.07 per Commerzbank share. Commerzbank noted that this represents an 8.7 percent discount to its prior closing share price of €34.02.
Commerzbank said its management and supervisory boards will now review the offer document and publish a formal reasoned opinion under German takeover law within the statutory deadline.
The lender also pointed investors to its upcoming quarterly results and strategy presentation on 8 May, when it plans to unveil updated financial targets through 2030—potentially an effort to reinforce its standalone valuation case as it evaluates the bid.
Meanwhile, UniCredit has secured shareholder approval to issue up to 470 million new shares to finance the share-based offer, authorizing a capital increase of up to €6.7 billion through the end of 2027. The Italian bank intends to use those newly issued shares as consideration for Commerzbank shares tendered into the exchange offer.
The takeover approach marks a major step in UniCredit’s attempt to expand further in Germany and could become one of Europe’s most significant banking consolidation transactions in recent years if successful. However, the discount embedded in the current offer may complicate UniCredit’s efforts to win over Commerzbank shareholders, particularly if Commerzbank’s upcoming strategy update strengthens investor confidence in the bank’s independent prospects.
The offer remains subject to German takeover rules and regulatory review, with the final outcome likely to depend on shareholder acceptance levels and the response of Commerzbank’s board in the coming weeks.
