Who owns Commerzbank? A takeover thriller with rules

Control threshold and mandatory offer: The basic rules of the WpÜG

The legal framework within which all takeover cases involving stock corporations on the regulated market operate is primarily set by the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; WpÜG). It distinguishes three types of offers. The decisive factor is always the question of control: anyone holding at least 30% of the voting rights in a target company is deemed a controlling shareholder (Section 29(2) WpÜG). This threshold is deliberately set low, because attendance at general meetings of listed stock corporations is regularly well below 100%, meaning a 30% stake is already sufficient to significantly influence resolutions passed by a simple majority.

1. If a bidder voluntarily submits an offer aimed at acquiring control, the law refers to it as a takeover offer (colloquially also called a “voluntary takeover offer”).
2. If, however, the 30% threshold is exceeded for the first time without a prior voluntary takeover offer, the bidder must submit a so-called mandatory takeover offer.
3. In addition, the WpÜG provides for so-called acquisition offers – such as partial acquisition offers that deliberately remain below the control threshold.

On May 5, 2026, UniCredit published a voluntary takeover offer to acquire all shares in Commerzbank. Before submitting this takeover offer, UniCredit already held 26.8% of the shares. According to its own statements, by June 12, 2026 UniCredit had received tenders for around 11% of the shares from shareholders under the takeover offer, thereby exceeding the control threshold.

Appropriate consideration offered by the bidder

In voluntary takeover offers as well as in mandatory takeover offers, the bidder must offer the target company’s shareholders appropriate consideration. This can be provided either as a cash payment or by granting the shares in the bidder. Using its own shares as consideration, as UniCredit has chosen as its strategy, preserves the bidder’s liquidity, and a share exchange can also be attractive for the target company’s shareholders: they remain economically invested in the future success of the combined company and can continue to benefit from the target company’s future development.

Under the provisions of WpÜG and the relevant offer regulation, the consideration offered must meet a minimum consideration requirement, determined by the higher of the following two thresholds:

• First, the consideration must be at least equal to the weighted average domestic stock exchange price of the target company’s share during the three-month period prior to publication of the bidder’s decision to submit the offer (the so-called three-month average price).
• Second, the consideration must be at least as high as the highest price the bidder (or a person acting in concert with it, or its subsidiary) paid for shares in the target company in the last six months prior to publication of the takeover offer document.

On March 16, 2026, UniCredit published its decision to submit a takeover bid. The formal takeover bid followed on May 5, 2026: for each Commerzbank share, the Milan-based bank offered 0.485 new UniCredit shares – equivalent to around EUR 34.35 per share at the time of publication. UniCredit complied exactly with the statutory minimum thresholds mentioned and did not offer any premium.

Commerzbank therefore criticizes the takeover bid as an opportunistic attempt to acquire control without reflecting the bank’s fundamental value and without offering an appropriate premium. Through its systematic share purchases over recent years and the deliberate choice of a voluntary takeover offer, UniCredit is acting with tactical calculation: unlike a mandatory takeover offer, the Milan-based bank determines the timing of the offer itself and can thus exploit price phases that are favorable to it to further expand its influence.

Commerzbank accuses UniCredit of market manipulation

This is also where Commerzbank’s accusation of market manipulation and misleading conduct by UniCredit comes into play: since the current Commerzbank share price of around EUR 37 (as of June 15, 2026) is significantly above the offer price of EUR 34.35, the offer is unlikely to persuade most shareholders on a rational basis. The fact that UniCredit nevertheless claims to have already received tenders for around 11% of the shares by June 12, 2026 raises questions and fuels Commerzbank’s suspicion that these acceptances did not come from independent investors.

In addition to its direct shareholding, UniCredit had built up economic exposure to a further roughly 16.4% of Commerzbank shares via so-called cash-settled equity swaps, without formally holding them. Commerzbank accuses UniCredit of the tendered shares largely coming from those banks which, as counterparties to these derivatives, had previously held the shares formally in their own names – and not from independent investors who would have considered the offer attractive of their own accord.

Commerzbank then involved the German Federal Financial Supervisory Authority (BaFin) to review the matter. In addition, Commerzbank’s group works council instructed its chair to file a criminal complaint on suspicion of market manipulation and misleading conduct under Sections 119 and 120 of the German Securities Trading Act (Wertpapierhandelsgesetz; WpHG). The allegation: the reported acceptance rate of around 11% created the impression of broad market acceptance, while in fact the acceptances largely came from banks contractually connected to UniCredit, thereby distorting the picture of genuine investor demand.

The Frankfurt public prosecutor’s office is now examining the suspicion of market manipulation, while UniCredit firmly rejects these allegations. In parallel with fending off these accusations, UniCredit, in a statement on June 15, 2026, for the first time indirectly threatened to replace Commerzbank’s top management.

Limited options for Commerzbank

Due to the strict requirements of the WpÜG, Commerzbank’s management has limited defensive actions available: once a takeover bid has been announced, the management board may no longer take any actions that could prevent the success of the offer (Section 33(1) WpÜG). A frequently used and generally permissible tool in practice is the share buyback of the company’s own shares: it takes shares off the market, makes it harder for the bidder to reach a majority, and can push the stock exchange price above the offer price.

Based on a resolution of the general meeting on May 15, 2025, Commerzbank is authorized to repurchase its own shares of up to 10% of the share capital until 2030. The bank has already made use of this authorization and acquired around 46.6 million shares (around 4% of the share capital).

For the 30% threshold, the program no longer plays a significant role. Its real significance lies elsewhere: the share buybacks reduce share capital, increase earnings per share, and send a clear signal to the market. Combined with a stock exchange price above the offer price, the share buybacks are therefore less a legal defense tool than a communicative message: Commerzbank does not need UniCredit.

Communication as a defensive action

Given the target company’s narrow legal room for maneuver, in practice one thing above all makes the difference: targeted communication. The management board must remain factual, because unsubstantiated claims can be deemed market manipulation and, in the worst case, can turn the defense strategy into its opposite. Only those who argue with facts are convincing.

On May 18, 2026, management board and supervisory board recommended in their reasoned statement not to accept UniCredit’s offer. It offered no appropriate premium, did not reflect the bank’s fundamental value, and was based on overstated synergies and unrealistic implementation assumptions. The bank’s own “Momentum 2030” strategy would create more value at significantly lower risk.

Alongside this, Commerzbank is pursuing an offensive communications strategy: on a dedicated topic page, it bundles statements, interviews with CEO Bettina Orlopp, and expressions of support from corporate clients and the federal government — making it unmistakably clear that independence is the more value-creating path for shareholders.

Conclusion

So far, according to Commerzbank, the acceptance rate among independent investors has been low. How it develops by the end of the extended acceptance period on July 3, 2026 remains open. The case highlights the structural limits of the WpÜG: the target company’s tightly constrained defense toolkit shifts the decision to where it belongs — to the shareholders. Whether or not UniCredit improves its offer, who wins the takeover battle for Germany’s second-largest private bank is one of the capital markets law questions of 2026.

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