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Commerzbank chair calls for review of German takeover rules after UniCredit bid - Finance news and analysis from Global Banking & Finance Review
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Commerzbank chair calls for review of German takeover rules after UniCredit bid

Published by Global Banking & Finance Review

Posted on August 23, 2026

2 min read

· Last updated: August 23, 2026

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Commerzbank Chair Urges Overhaul of German Takeover Laws Following UniCredit Offer

Calls for Review of Germany's Takeover Rules After UniCredit's Bid

Background of the Takeover Bid

BERLIN, Aug 23 (Reuters) - Commerzbank's supervisory board chair, Jens Weidmann, has called for a review of Germany's takeover rules, saying UniCredit was able to secure control of the lender without offering shareholders an adequate premium, a newspaper reported on Sunday.

Weidmann was quoted as telling Sueddeutsche Zeitung that the Italian bank's approach raised questions because it had been able to obtain a majority despite making what he described as a financially unattractive offer.

UniCredit did not immediately respond to a request for comment. 

Details of Share Tender and Investor Response

Of the roughly 73% of Commerzbank shares that could have been tendered to UniCredit, fewer than 18% were tendered, Weidmann said. 

Institutional and retail investors accounted for less than 3 percentage points, with the remainder coming from banks linked to UniCredit, he added.

Concerns Over Control Premium and Legal Implications

"UniCredit was thus able to achieve a majority with a financially unattractive offer without paying an appropriate control premium," Weidmann told the newspaper. "That raises questions about takeover law in Germany, which lawmakers may want to examine."

Status of the Deal and Regulatory Approvals

The offer period has ended but the deal is not yet fully settled, as regulatory approvals are still required before UniCredit can take possession of the tendered shares.

Commerzbank's campaign against a UniCredit takeover faded in July as the Italian lender gradually accumulated a stake of 48%, which is sufficient to determine shareholder resolutions.

Government Stake and Future Outlook

Weidmann also said the German government should retain its Commerzbank stake for now, despite the holding having originated in a rescue package during the global financial crisis.

"The stake was part of a rescue measure, so the federal government should eventually withdraw," Weidmann said. "But in the current phase, it makes sense for the government to remain a shareholder in order to actively represent the interests of Germany as a business location."

Reporting Credits

(Reporting by Maria Martinez;Editing by Helen Popper)

Key Takeaways

  • Weidmann criticized UniCredit’s ability to secure a majority in Commerzbank without offering a sufficient control premium or garnering shareholder support, pointing to only 17.6 % of shares tendered and just 2.7 % from independent investors (commerzbank.de).
  • Commerzbank’s leadership had previously explicitly advised shareholders against the offer, citing undervaluation relative to its standalone “Momentum 2030” strategy and projected share price targets (median €41.50) versus the exchange offer’s implied value (~€34.56) (commerzbank.de).
  • The end of the acceptance period gives UniCredit nearly 50 % of voting rights subject to regulatory approval, prompting calls for a review of German takeover legislation, especially concerning insufficient protection against low-premium control acquisitions (commerzbank.de).
  • Commerzbank recommends the German government retain its stake for now to safeguard national economic interests, despite its origins in a financial crisis-era rescue package (commerzbank.de).
  • External critics and policy analysts have already flagged the deal as a catalyst for legal reform, emphasizing how UniCredit sidestepped mandatory bid thresholds and raised broader questions about cross‑border banking consolidation in the EU (safe-frankfurt.de).

References

Frequently Asked Questions

Why is Commerzbank's chair calling for a review of German takeover rules?
Jens Weidmann believes UniCredit gained control of Commerzbank without offering shareholders a sufficient premium, raising concerns about current takeover laws.
How did UniCredit secure a majority in Commerzbank?
UniCredit accumulated a 48% stake, primarily through banks linked to it, without a financially attractive offer to other shareholders.
What is the current status of the UniCredit-Commerzbank deal?
The offer period has ended and regulatory approvals are pending before UniCredit can take full possession of the tendered shares.
Will the German government keep its stake in Commerzbank?
Jens Weidmann suggests the government should retain its stake for now to represent national business interests, though eventual withdrawal is expected.
What concerns were raised regarding shareholder premiums?
Weidmann argued that UniCredit did not offer an appropriate control premium to Commerzbank shareholders during the takeover bid.

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