By Aimee Look and Joshua Kirby


UniCredit said it upped its stake in Commerzbank to nearly half, taking it close to majority control of the bank following a takeover push.

The Italian lender said Wednesday that it secured 17.6% of the bank's shares in a tender offer, taking its stake in Commerzbank to 47.6% when combined with its existing direct stake and another smaller stake to which it has economic rights.

UniCredit, Commerzbank's largest investor, in March launched an all-share offer that at the time valued the target at around 35 billion euros, but now values it at around 41.9 billion euros, based on UniCredit's share price Wednesday.

"The completion of the tender offer periods represents a further step in the execution of UniCredit's strategic investment in Commerzbank," UniCredit said.

UniCredit said its stake represents 49.65% of voting rights in Commerzbank. That gives it de facto control of Commerzbank's shareholder meetings, a spokesperson for the bank said.

The lender has previously said it doesn't need majority control to push for a management change at Commerzbank.

In a statement, Commerzbank said it remained open to constructive dialogue with UniCredit. According to the German bank, only a low number of shares were tendered by institutional and retail investors, at around 2%.

"The low acceptance rate among independent shareholders is clear evidence of the low attractiveness of the offer," Commerzbank said.

A move by UniCredit to take control of Commerzbank would require approval from the European Central Bank, which supervises the eurozone's financial institutions. The process to get all needed approvals could take up to six months, UniCredit said.

"UniCredit is now just one step from de facto control of the bank," Filippo Alloatti at Federated Hermes said in a note. Given the operational and accounting tasks of a potential transaction--alongside regulatory requirements--it would most realistically be completed in spring 2027, Alloatti said.

Italy's second-largest lender by assets began its long courtship of Commerzbank in 2024, when it announced a 9% stake in its smaller German rival. The bank raised its stake successively before making its approach official in March.

UniCredit Chief Executive Andrea Orcel said at the time the move was a gambit to force dialogue with Commerzbank management, and that he didn't expect many shareholders to accept the offer.

A merger of the two banks would be the biggest banking deal in Europe since 2007's ill-fated $101 billion takeover of Dutch lender ABN Amro by a consortium including Royal Bank of Scotland and Spain's Banco Santander.

Still, European banks have shown more appetite for deal-making recently. Spain's BBVA in 2024 made an ultimately unsuccessful hostile bid for smaller peer Banco de Sabadell, while last month a bidding war erupted in Italy for control of Banca Monte dei Paschi di Siena, with Intesa Sanpaolo and Banco BPM both moving for their smaller peer. UniCredit last year dropped a takeover bid for BPM amid opposition from the target and conditions imposed by the Italian government.

Commerzbank management has been vocally opposed to a takeover by the bank's Italian suitor, arguing that the offer price is too low.

The German government, Commerzbank's second-largest shareholder, has also voiced opposition. The government took a 25% stake to bail the lender out amid the 2008 financial crash. It has since cut its shareholding to below 13% but postponed plans to offload it entirely in light of UniCredit's stake-building.

The German finance ministry, which manages the participation, has said it supports Commerzbank's independence, and underlined the lender's role in the German economy.


Write to Aimee Look at aimee.look@wsj.com and to Joshua Kirby at joshua.kirby@wsj.com; @joshualeokirby


(END) Dow Jones Newswires

07-08-26 0730ET