report<\/a> by German Foreign Policy, the Italian lender is positioned to seize control of both the supervisory and management boards of Germany\u2019s second-largest private bank at the annual general meeting of shareholders in 2027.<\/p>\nIn this acquisition campaign, UniCredit has drawn support from an international network of financial institutions, including Japan\u2019s Nomura, France\u2019s BNP Paribas, and several US banks.<\/p>\n
The development not only brings a near two-year power struggle between the major German and Italian lenders to a close, but also underscores the broader, ongoing consolidation within the European banking sector.<\/p>\n
As UniCredit positions itself as a new European banking group, Germany increasingly finds itself on the defensive.<\/p>\n
Commerzbank, a cornerstone of the Frankfurt financial center and a vital source of credit for Germany\u2019s small and medium-sized enterprises (SMEs), is now transitioning to foreign control.<\/p>\n
The conflict highlights the deep-seated tension between the integration of the European financial sector and the national interests of individual member states seeking to maintain control over their domestic economic hubs.<\/p>\n
UniCredit secures majority voting stake<\/p>\n
In early May, UniCredit launched a takeover bid that remained open until early July, offering 0.485 of its own shares for each share of Commerzbank.<\/p>\n
Following the expiration of the offer period, UniCredit announced that it had acquired 17.6% of Commerzbank\u2019s shares through the share exchange offer.<\/p>\n
This transaction lifted its total holdings in the Frankfurt-based lender from 26.77% to 44.37%, effectively handing UniCredit victory in the two-year battle for control.<\/p>\n
When factoring in an additional 3.22% stake that UniCredit holds through derivative instruments, its total shareholding reaches 47.59%.<\/p>\n
Because the treasury shares held by Commerzbank do not carry voting rights, UniCredit\u2019s stake translates to 49.65% of the total voting rights, according to the Italian bank\u2019s own data.<\/p>\n
In addition, UniCredit holds derivatives representing another 13% of Commerzbank shares, though these instruments do not currently carry voting rights.<\/p>\n
At the next annual general meeting scheduled for the spring of 2027, eight of the ten shareholder representatives on the supervisory board will stand for re-election.<\/p>\n
Leveraging its majority at the annual meeting, UniCredit will be in a position to decisively influence the allocation of these key seats.<\/p>\n
Criticism of the bid and \u201cmarket manipulation\u201d claims<\/p>\n
Since the transaction, allegations of market manipulation in connection with the takeover bid have been raised.<\/p>\n
However, the Commerzbank General Works Council, which filed a formal complaint against unidentified individuals, suffered a legal defeat in its challenge.<\/p>\n
Commerzbank\u2019s management has also repeatedly criticized UniCredit\u2019s disclosures and brought the matter to the attention of BaFin, Germany\u2019s financial regulatory authority.<\/p>\n
According to the regulator, a significant portion of the tendered shares belonged to banks and market participants closely linked to UniCredit.<\/p>\n
Commerzbank contends that there is a lack of transparency regarding the volume of borrowed shares that were tendered and the specific hedging agreements that remain in force.<\/p>\n
It is established that Nomura of Japan, Citigroup of the US, and BNP Paribas of France conducted swap transactions with UniCredit involving Commerzbank shares.<\/p>\n
Alongside these institutions, UniCredit can also rely on other major financial firms, including Jefferies and Bank of America.<\/p>\n
These partner banks provide UniCredit with potential access to an additional 13% of Commerzbank shares at a specified time.<\/p>\n
German government faces potential removal from bank management<\/p>\n
In mid-June, UniCredit threatened to replace Commerzbank\u2019s supervisory and management boards.<\/p>\n
To execute such a move, however, the major Italian bank would need to replace the two supervisory board members appointed by the German federal government.<\/p>\n
The German government secured the right to appoint two representatives to the supervisory board following its state-funded bailout of Commerzbank.<\/p>\n
UniCredit has now stated that, provided it receives \u201csufficient shareholder support\u201d at the annual general meeting, it will be \u201cin a position to elect all shareholder representatives to the supervisory board.\u201d<\/p>\n
If UniCredit successfully replaces Commerzbank\u2019s supervisory and management boards at the 2027 annual meeting, it would represent a direct setback for the federal government.<\/p>\n
The move would directly impact supervisory board members whose government-appointed terms run through 2029.<\/p>\n
Commerzbank\u2019s critical role in the German economy<\/p>\n
For the Frankfurt financial center, these developments present a serious challenge.<\/p>\n
Commerzbank is a foundational institution of the German financial sector, maintaining deep-seated ties with Germany\u2019s small and medium-sized enterprises (SMEs).<\/p>\n
Should the bank be reduced to a branch of UniCredit, key lending decisions would be routed to Milan instead of being resolved in Frankfurt.<\/p>\n
Consequently, the Frankfurt financial hub risks losing influence, decision-making authority, and economic sovereignty.<\/p>\n
According to Commerzbank, the institution processes approximately 30% of Germany\u2019s foreign trade. Many of the bank\u2019s employees view this extensive reach as a key competitive advantage.<\/p>\n
Commerzbank supports the international commercial activities of a vast number of mid-sized firms that frequently struggle to find suitable, dedicated points of contact within larger international banks.<\/p>\n
The \u201cconsolidation\u201d trend in the European banking system<\/p>\n
While the takeover of Commerzbank has met with widespread resistance in German political circles, it has received strong backing from economists, particularly those from other EU member states.<\/p>\n
Monika Schnitzer, head of the German Council of Economic Experts, believes there are sound economic reasons to analyze cross-border mergers rather than rejecting them reflexively.<\/p>\n
In her view, the European financial market remains insufficiently integrated. She further argues that German banks are highly inefficient by international standards and are therefore ill-equipped to compete against major global institutions.<\/p>\n
As early as 2024, European Central Bank (ECB) President Christine Lagarde of France stated that cross-border banking mergers are \u201cdesirable\u201d to strengthen European banks in their competition with major US rivals.<\/p>\n
Luis de Guindos, the Spanish Vice-President of the ECB, has similarly criticized the German government\u2019s protectionist stance.<\/p>\n
In a recent opinion piece published in the Handelsblatt newspaper, Omid Nouripour, Deputy President of the Bundestag (Alliance 90\/The Greens), accused the federal government of inconsistency.<\/p>\n
Nouripour argued that while the government champions a banking union at EU summits, it reacts to a concrete cross-border bank merger with a \u201creflex of a national ownership mentality.\u201d He criticized the federal government for praising European integration only \u201cas long as it remains abstract.\u201d<\/p>\n
EU Competition Commissioner Teresa Ribera also urged member states to support cross-border banking consolidations. \u201cMember states should welcome such transactions for the public good,\u201d Ribera said.<\/p>\n
Signals of compromise from Berlin<\/p>\n
The German federal government initially reacted with hostility to UniCredit\u2019s successful takeover bid.<\/p>\n
\u201cFrom the federal government\u2019s perspective, UniCredit\u2019s aggressive and hostile approach remains unacceptable,\u201d the Federal Ministry of Finance said in a statement.<\/p>\n
At the same time, Berlin rejected the Italian bank\u2019s takeover offer for its remaining Commerzbank shares.<\/p>\n
Last week, Chancellor Friedrich Merz, speaking before parliament ahead of the summer recess, reiterated that the federal government had not accepted UniCredit\u2019s offer and was retaining its shares, unlike a \u201csignificant portion\u201d of other shareholders.<\/p>\n
However, in the same address, Merz adopted a more conciliatory tone, assuring, \u201cWe are not blocking this merger.\u201d<\/p>\n
According to the Handelsblatt newspaper, the terms of the takeover are currently being negotiated within the federal government.<\/p>\n
Among other stipulations, Berlin is demanding that Commerzbank remain a key lender for German small and medium-sized enterprises.<\/p>\n
In addition, the federal government is demanding that Frankfurt, the historic headquarters of the financial institution, remain a major hub for the bank.<\/p>\n
UniCredit\u2019s German headquarters has been based in Munich since its 2005 acquisition of HypoVereinsbank.<\/p>\n","protected":false},"excerpt":{"rendered":"Italy\u2019s UniCredit has secured just under half of the voting rights in Germany\u2019s Commerzbank following a successful takeover…\n","protected":false},"author":2,"featured_media":100829,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[2387],"tags":[13183,12478,51910,51911,51912,8713,300,51913,13560,51914,51915,26374,256,258,40,34218,50193,2788,46653,51916,72,51917,32490,38664,17654,34221,64,5679],"class_list":["post-100828","post","type-post","status-publish","format-standard","has-post-thumbnail","category-european-parliament","tag-afd","tag-alternative-for-germany","tag-asylum-reform","tag-balazs-orban","tag-bjorn-hocke","tag-border-controls","tag-brussels","tag-demographic-replacement","tag-deportations","tag-education-visas","tag-ethnonationalism","tag-european-citizens-initiative","tag-european-commission","tag-european-parliament","tag-european-union","tag-eva-vlaardingerbroek","tag-family-reunification","tag-headline","tag-martin-sellner","tag-maximilian-markl","tag-migration","tag-non-western-migration","tag-remigration","tag-roberto-vannacci","tag-roxana-minzatu","tag-save-europe-act","tag-viktor-orban","tag-white-supremacy"],"_links":{"self":[{"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/posts\/100828","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/comments?post=100828"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/posts\/100828\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/media\/100829"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/media?parent=100828"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/categories?post=100828"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/europe\/wp-json\/wp\/v2\/tags?post=100828"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}