Commerzbank says UniCredit takeover would start with subsidiary consolidation

The blueprint, which still hinges on further regulatory clearances, points to procurement, technology and sales as the likeliest sources of synergy, the company said. Chief executive Bettina Orlopp called the exchange "very constructive" and pointed to substantial, tangible value potential, Il Giornale reported. Working groups from both lenders are exchanging information on their business models and where joint value could be created, the paper said. Platow reported that talks between Orlopp and UniCredit chief Andrea Orcel remain stalled. UniCredit publicly committed on 30 October to financing German mid-sized companies if the two combine. Orlopp has not put a figure on the synergies, according to Börsen-Zeitung.

Control without a majority

UniCredit's 45 billion euro hostile takeover offer, completed in July, lifted its stake in Commerzbank to 48%, International Finance reported. The ECB has authorised UniCredit to cross the 30% ownership threshold and raise its stake without an upper limit, the bank said. UniCredit expects to take control by the end of 2026 with around 50% of voting rights, subject to remaining regulatory processes and conditions. It has secured enough shares to control ordinary shareholder resolutions while staying below the 50% threshold that would trigger a mandatory buyout of minority investors in mBank, International Finance reported.

Sascha Uebel, head of Commerzbank's group works council, said in a media report that "the fight is lost". Kevin Voß, a supervisory board member, argued in a Business Insider podcast that UniCredit could secure de facto control without an absolute majority and expected it to try to fill shareholder seats with its own candidates. Orcel has demanded changes to Commerzbank's top leadership, including chair Jens Weidmann, and opposes Berlin keeping two supervisory board seats, International Finance reported. The German government still holds a 13.3% stake acquired through a bailout during the global financial crisis.

Earnings and integration risk

Commerzbank reported net profit of EUR 2.7 billion for the first nine months of 2026, up 41% from the prior-year period and its best such stretch, the bank said. Third-quarter net profit was EUR 859 million, against EUR 591 million a year earlier, a 45% increase. Analysts had expected EUR 864 million on average, according to a consensus forecast published by Commerzbank. Management reaffirmed a full-year target of at least EUR 3.4 billion in net profit and revenue of roughly EUR 13.2 billion. It cut its 2026 net interest income forecast to EUR 8.5 billion from EUR 8.6 billion because of deposit competition.

Commerzbank began a multi-year restructuring in 2016, Reuters' timeline shows, and launched a fresh revamp in 2021 under then-CEO Manfred Knof, who sought to cut 10,000 jobs and close hundreds of branches. UniCredit bought a 9% stake in September 2024, according to the timeline.

Commerzbank has announced 3,900 full-time positions for elimination by the end of 2027, with roughly 3,000 more earmarked by 2030, according to Börsen-Zeitung. Around 1,800 employees have signed individual exit agreements and more than 1,100 have opted into an early-retirement programme. No concrete plans exist beyond that, the paper said.

A FAZ commentary flagged that credit lines to some corporate customers could be pared back to protect risk-bearing capacity. Rivals are already hoping to poach customers, and the IT migration will be tangled, the paper said.

What happens next

Orcel has pushed a full merger back to 2029-2030 and asked Commerzbank to adopt his strategy to improve profitability from January, International Finance reported. Commerzbank expects the takeover offer to be completed "in the coming months," it said. Once UniCredit has taken possession of the shares, Orcel has threatened to call a shareholder vote and install a new supervisory board and management team without waiting for Commerzbank's annual general meeting next year, International Finance reported.