Unicredit is relaunching its German game with a move that reignites one of Europe’s most delicate banking dossiers. The group led by Andrea Orcel has announced the launch of a public exchange offer (Ops) on the shares of the German Commerzbank, a transaction that values the Frankfurt-based institution at about 35 billion euros and has a declared objective: to exceed the 30% capital threshold.
It is not an immediate takeover attempt, at least formally. But it is undoubtedly a step that changes the balance in the long game between Piazza Gae Aulenti and Berlin, which began in the autumn of 2024 and is destined to mark the future of European banking consolidation.
WHAT UNICREDIT’S OPS ENTAILS
The operation announced by Unicredit is a voluntary public exchange offer: essentially, Commerzbank shareholders can deliver their shares in exchange for Unicredit shares.
The expected exchange ratio is 0.485 Unicredit shares for each Commerzbank share, a ratio which – based on recent quotations – implies a valuation of about 30.8 euros per share of the German bank, equal to a premium of about 4% compared to the closing price on March 13.
Overall, the offer assigns Commerzbank a value of about 34.7 billion euros, according to calculations reported by Bloomberg. This is a significant figure but lower than Unicredit’s market capitalization, which today is worth about 96 billion euros, almost three times the German institution.
The Ops will be formally launched at the beginning of May, with a subscription period of about four weeks. The final price will be determined by the German supervisory authority BaFin based on the average prices of the last three months. The closing of the operation is expected by the first half of 2027, after regulatory authorizations and the approval of Unicredit shareholders for the capital increase necessary for the share exchange.
The central point, however, is the 30% threshold, a key limit in German acquisition regulations.
THE ISSUE OF THE 30% THRESHOLD
Unicredit is already the largest shareholder of Commerzbank. It currently owns about 26% of the capital directly and a further 4% through derivative instruments, thus approaching the limit that triggers the obligation to launch a public offer on the entire company.
Precisely for this reason, Orcel chose to anticipate the move.
“The goal of this operation is to exceed the 30% threshold provided by the regulations,” explains the CEO. “We can reach this goal only through a voluntary public offer addressed to all shareholders.”
The threshold has become an operational constraint for Unicredit in recent months. The buyback program initiated by Commerzbank reduces the number of shares outstanding, automatically increasing the percentage held by other shareholders. To remain below the 30% limit, Unicredit has been forced several times to sell shares.
With the Ops, the Italian bank therefore aims to free itself from this constraint.
Once the operation is completed, Orcel explained, “we will be free to buy shares on the market like any other investor, without limits and without having to launch a new offer.”
The bank’s board of directors defined the initiative as “a reasonable and pragmatic measure, free of disadvantages,” emphasizing that the participation already held continues to generate value even independently of exceeding the 30% threshold.
“WE DO NOT WANT CONTROL,” SAYS ORCEL
Orcel’s official message is cautious: the Ops is not intended to take control of the German bank.
“We do not expect to significantly exceed the 30% threshold,” said the banker. The offer, he insisted, is mainly “to start a constructive dialogue with Commerzbank and all stakeholders.”
Orcel himself explained that the point of the operation is to unlock a stalemate that has lasted for months. The message sent today to Commerzbank, in short, is that “the time has come to talk.”
However, the industrial project remains clear: a possible merger between the two groups.
“I believe a merger would add value to shareholders but also to Germany, Europe, customers, and the people working in the two banks,” Orcel explained. “The German banking sector is excessively fragmented and this is not in the interest of the economy.”
WHAT THE ANALYSTS SAY
According to several observers, the offer has mainly a strategic meaning.
Bloomberg highlights that the very limited premium makes strong shareholder acceptance unlikely, but offers Unicredit greater flexibility to increase its stake on the market in the future.
For Bloomberg Intelligence analyst Lento Tang, the operation “opens the door to possible de facto control over time,” because it will allow the Italian bank to buy more shares once the formal offer process is completed.
Other investment banks interpret the move in the same way. Citi analysts, cited by Reuters, define the initiative “a clever move” because it offers Unicredit “greater flexibility to increase its stake in the future.”
Essentially, the Ops would be a way to overcome the regulatory 30% obstacle and create conditions for a more gradual strategy.
Orcel’s international profile also emerges on the remuneration front. According to the Financial Times, citing documents filed by the bank, in 2025 Unicredit’s CEO received 16.4 million euros, up 24% from the previous year. The figure places him among the highest-paid bankers in Europe and brings him close to the top spot held by UBS CEO Sergio Ermotti, who received about 16.5 million euros.
On market valuation grounds, a similar judgment comes from Jerome Legras, head of research at Axiom Alternative Investments, who says the operation is “more technical than strategic” and serves to “put pressure on the German side and demonstrate that Unicredit does not give up its ambitions in Germany.”
THE LONG GAME STARTED IN 2024
The Ops announced today is just the latest chapter of a story that began over a year and a half ago.
Unicredit’s first blitz on Commerzbank dates back to September 11, 2024, when the Italian group purchased about 9% of the German bank, investing about 1.5 billion euros.
A few days later, on September 23, Unicredit subscribed to financial instruments that allowed it to rise to 21% of the capital, requesting ECB authorization to reach 29.9%.
In the following months, the stake progressively increased: about 28% at the end of 2024, then ECB approval in March 2025, and further derivative conversions that brought the share to 26% with full voting rights in August 2025.
According to Bloomberg, Orcel pursued the strategy with the determination of a veteran of major banking operations, step by step building a position close to the threshold that today makes the public offer inevitable.
BERLIN’S COLDNESS
While in Milan the operation is presented as a step towards European consolidation, reactions in Berlin are decidedly colder.
The spokesperson for the German Finance Ministry stated that “a hostile takeover would not be acceptable,” emphasizing that the government continues to support “Commerzbank’s autonomy course.”
The German state still owns over 12% of the bank, a legacy of the public bailout during the financial crisis.
The SPD also reiterated its opposition to the operation. “Commerzbank is a systemically important bank and an important employer,” said the spokeswoman for the parliamentary group on financial policy, Frauke Heiligenstadt.
Criticism also comes from unions and the bank’s works council. President Sascha Uebel called Orcel’s move “the next level of hostility” and promised that workers “will oppose it with all means available.”
Commerzbank itself reacted coldly to the Italian initiative. CEO Bettina Orlopp ruled out the basis for starting talks with Unicredit, noting that the operation “was not agreed” with the German group and that the indicated exchange ratio “does not include any premium for shareholders.” All information “that would be the necessary basis for any potential discussion.”
The bank’s management, she added, remains convinced of the strategy of “independence and profitable growth.”
MARKET REACTIONS
The stock market’s reaction reflects the uncertainty about the outcome of the operation.
In Frankfurt, Commerzbank’s stock quickly rose by more than 4%, aligning with the offer’s implied value around 30.8 euros per share. By mid-session, it even reached +7%.
In Milan, however, Unicredit shares recorded a 4% drop, a sign that some investors fear the risks and political complexities of the operation. Shares in Piazza Gae Aulenti are however recovering and by mid-session show about -0.30%.
THE EUROPEAN CONTEXT AND THE BANKING RISIKO
The offer on Commerzbank comes at a time of strong movement in the European banking sector.
The European Central Bank has long pushed for sector consolidation, especially on a cross-border basis, to create institutions large enough to compete with major US groups.
A European Commission spokesperson, asked about the matter, recalled that “in the EU we have a strong and diversified banking sector, but our banks have not yet reached sufficient scale to be competitive internationally” and that “consolidation through domestic and cross-border mergers would help improve efficiency and profitability.”
A sign that the operation is being watched with interest in Brussels, even if the Commission officially avoids commenting on individual cases.
The dossier also fits into the Italian banking risiko. Among other things, Unicredit itself has recently had to give up the acquisition project of Banco BPM after the Italian government intervened with golden power.
The German game thus becomes even more central for Orcel.
A MOVE TO OPEN DIALOGUE
Behind the Ops on Commerzbank there is therefore a broader strategy. The limited premium of the offer suggests that Unicredit is not aiming to quickly conquer the German bank.
Rather, the goal seems to be to change the balance of power.
The move represents an attempt to unlock a stalemate that has lasted more than 18 months and to push the German bank and the Berlin government to accept a confrontation.
In other words, more than a final move, it is another opening on the European banking chessboard.
And the game, which started almost two years ago, is far from over.
