Commerzbank AG’s Board of Managing Directors and Supervisory Board issued a united reasoned statement on Monday rejecting UniCredit S.p.A.’s voluntary public takeover offer, concluding that the proposal fails to offer an appropriate premium and does not reflect Commerzbank’s core value.
The joint statement followed a review of UniCredit’s offer document dated May 5. After weighing the terms, both governing bodies recommended that Commerzbank shareholders decline the exchange offer, asserting that the bank will create more value pursuing its independent plan, dubbed 'Momentum 2030'.
In monetary terms, the implied offer value of €34.56 is below Commerzbank’s closing share price of €36.48 on Friday. The bank noted that since the announcement of the offer, Commerzbank shares have closed above that implied offer value on every trading day. The boards also cited independent equity research that places the median target price for Commerzbank at approximately €41.50.
Management concerns and direct statements
Chief Executive Officer Bettina Orlopp was quoted as saying that UniCredit’s proposal "does not offer an adequate premium to our shareholders," adding that what UniCredit frames as a combination amounts to a restructuring plan that would "massively impact our proven and profitable business model."
The boards highlighted several specific issues with UniCredit’s plan. They said the Italian bank underestimates potential revenue losses, overstates achievable synergies, and relies on an implementation timetable the boards regard as unrealistic. The statement notes UniCredit characterised some of its own synergy assumptions as "speculative."
Commerzbank’s leadership also warned that the proposed contraction of the bank’s international footprint would reduce its capacity to support German export-oriented firms worldwide, a point the boards presented as material to the bank’s corporate-client franchise.
The offer from UniCredit is structured as a share exchange settled in UniCredit shares, with the offer document indicating the latest possible settlement date as July 2, 2027. Commerzbank said settlement is not expected until 2027 under the terms set out in the document.
Momentum 2030 targets and shareholder returns
Under its independently maintained 'Momentum 2030' strategy, Commerzbank plans to increase revenues to €16.8 billion by 2030 and to grow net profit to €5.9 billion. The bank has set cost-income ratio targets of 43% including compulsory contributions and 41% excluding them, and it is targeting a net return on tangible equity of 21%.
Commerzbank also announced an intention to return about half of its current market capitalisation to shareholders through dividends and share buybacks by 2030. The bank plans a payout ratio of 100% until it reaches a CET1 target ratio of 13.5%. For the 2025 financial year, Commerzbank has proposed a record dividend of €1.10 per share.
Jens Weidmann, Chairman of the Supervisory Board, cautioned that UniCredit’s proposals are "speculative" and carry "considerable risks," which he said could endanger long-standing customer relationships based on trust and reliability.
Note: This article presents the official positions and figures conveyed by Commerzbank’s Board of Managing Directors and Supervisory Board in their joint reasoned statement, and information contained in UniCredit’s May 5 offer document as referenced by Commerzbank.