UniCredit has secured 47.6 percent of Commerzbank after the close of its public exchange offer, up from a direct stake of 26.8 percent and financial instruments equivalent to a further 3.2 percent. The result, disclosed on Wednesday, places the Milan-based group within reach of outright control of Germany’s second-largest listed bank. Additional total-return swaps, if converted, could lift the holding above 60 percent, but even the current level reshapes the balance of power in Frankfurt.

The arithmetic of shareholder meetings gives UniCredit a decisive edge. With attendance at German annual general meetings rarely exceeding 70 to 80 percent of capital, a 47.6 percent stake effectively delivers a majority of votes cast. That allows the Italian bank to influence board appointments, strategic direction and governance without needing to cross the 50 percent threshold. The European Central Bank is expected to rule by September on whether UniCredit has acquired de facto control, a determination that would trigger full consolidation of Commerzbank on its balance sheet and raise the capital cost of the stake.

Berlin has responded with open hostility. The finance ministry described UniCredit’s approach as “aggressive and hostile” and “unacceptable”, while Commerzbank’s chief executive Bettina Orlopp noted that less than 2 percent of the free float was tendered by retail and institutional investors, with most shares coming from banks and parties connected to UniCredit. The premier of Hesse, the bank’s home state, called for constructive dialogue. Yet ECB officials, according to Frankfurt-based analysts, have shown little sympathy for Berlin’s defence of a national champion, viewing it as incompatible with the goal of a deeper European banking union. Separately, the Frankfurt public prosecutor declined to open a market-manipulation investigation into UniCredit, removing one legal uncertainty.

The path to a full merger remains obstructed. UniCredit needs a 75 percent supermajority at a shareholder meeting to force through a domination agreement, and the German government’s 12 percent stake makes that threshold hard to reach without a negotiated settlement. The next milestone is the ECB’s approval, which would allow UniCredit to exercise its voting rights and convene a shareholder assembly no earlier than 2027. In the interim, the bank’s ability to convert derivatives and buy additional shares on the open market will determine whether it can turn a blocking minority into an unassailable majority.