UniCredit Commerzbank Takeover and Profit Surge
UniCredit Commerzbank takeover raises approval and capital execution risk after a voluntary all-share offer backed by record quarterly results.
KEY TAKEAWAYS
- Offer at 0.485 exchange ratio seeks to lift UniCredit stake above 30%.
- UniCredit posted record first-quarter net profit €3.2 billion and raised its full-year target to at least €11 billion.
- German government and Commerzbank leadership resistance heightens approval and execution risk.
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UniCredit intensified its Commerzbank takeover efforts on May 5, 2026, by launching a voluntary all-share offer while reporting a record first-quarter performance and raising its 2026 net-profit outlook. Management said these steps would support the capital needed for the bid.
Record Quarter and Takeover Outlook
UniCredit reported first-quarter net profit of €3.2 billion, a 16.1% increase year over year, with earnings per share rising 19.7% to €2.15 and return on tangible equity (RoTE) reaching 25.8–26.0%, up 2.7 percentage points, according to a May 4 press release. The results presentation showed net revenues of €6.7 billion, up 3.3% year over year, with core revenues excluding Russia at €6.1 billion. Net interest income totaled €3.6 billion, fees and net insurance income €2.5 billion, and loan-loss provisions €0.2 billion.
The company upgraded its full-year 2026 net-profit target to at least €11 billion, citing the quarter’s strength alongside gains from equity investments and trading income. It reaffirmed its 2028 and 2030 targets. The presentation projected a 56-basis-point increase in common-equity Tier 1 (CET1) capital after regulatory approval, which UniCredit said would help fund integration costs related to its Commerzbank stake.
On May 5, UniCredit launched a voluntary all-share public offer for Commerzbank ordinary shares it does not already hold. The offer proposes 0.485 UniCredit shares per Commerzbank share, valuing Commerzbank at about €33 per share and implying an enterprise value near €37 billion. The tender period is four weeks from May 5.
UniCredit currently holds 26.8% of Commerzbank and has access to an additional 3.2%. It aims to raise its stake above 30% but does not seek full control.
At an extraordinary shareholders’ meeting on May 4, investors approved a capital increase with 99.6% in favor, authorizing issuance of up to €6.7 billion nominal (470 million shares) without pre-emptive rights. This authorization, valid through December 31, 2027, is intended to exchange for tendered Commerzbank shares.
UniCredit expects regulatory approvals in the third quarter of 2026 and anticipates settlement in the first half of 2027. The filings noted opposition from the German government, which holds roughly 12% of Commerzbank, and resistance from Commerzbank leadership. The offer carries no premium.
