UniCredit’s hostile exchange offer for Commerzbank closed with shareholders tendering 17.6% of the German bank’s capital, a result the Italian lender described as “well ahead of original expectations.” Combined with its directly held 26.77% stake and 3.22% in convertible instruments, UniCredit now controls 47.59% of Commerzbank’s equity, equivalent to 49.65% of voting rights once the target’s own non-voting shares are cancelled. Because attendance at German annual general meetings rarely exceeds 70%, this stake hands UniCredit a comfortable de facto majority, enabling it to pass ordinary resolutions and elect the shareholder representatives on the supervisory board.

The voting arithmetic transforms the power balance inside Commerzbank. At next year’s annual meeting, UniCredit can appoint at least half of the ten capital-side supervisory board members, including the chairman, who holds a casting vote. That board in turn appoints the management board, giving the Milan-based group a decisive lever over strategy, costs, and personnel. UniCredit’s chief executive, Andrea Orcel, has signalled he will pursue a multi-year integration with the group’s existing German subsidiary HVB, targeting €5.1 billion in profit at Commerzbank, while initially keeping the two entities separate. Job reductions are expected, though the bank has pledged to rely on early retirement schemes rather than compulsory redundancies.

The German government, which retains a 12% stake from the 2009 bailout, reiterated its opposition, calling UniCredit’s approach “aggressive and hostile” and “inacceptable.” Berlin views the bank as a cornerstone of Mittelstand financing and the Frankfurt financial centre, and its stance is reinforced by political pressure from the nationalist right. Commerzbank’s management, while still formally resisting, has shifted to a more conciliatory tone, stating it remains open to “constructive dialogue.” The bank contends that fewer than 2% of independent shareholders accepted the offer, with the bulk of tendered shares coming from institutions with ties to UniCredit, but this does not alter the voting reality. From Milan, the operation is framed as a landmark step toward a European banking champion capable of competing with US rivals.

Before UniCredit can exercise full control, it must secure regulatory clearances. The European Central Bank is expected to rule within roughly three months on the group’s application to cross the 30% ownership threshold, a prerequisite for consolidating Commerzbank and further increasing the stake. Additional approvals from German authorities, including BaFin, are also required. The next governance flashpoint will be Commerzbank’s 2026 annual general meeting, where UniCredit can begin reshaping the supervisory board. A full legal merger with HVB, requiring a 75% supermajority at a shareholder meeting, remains a more distant prospect, likely not before 2028. For now, the focus shifts to whether Berlin will engage with UniCredit or continue to use its residual stake and moral suasion to slow the integration.