Commerzbank has formally rejected UniCredit's €39bn takeover offer, calling it too low and lacking a coherent strategic plan. The German lender's management and supervisory boards urged shareholders not to tender their shares, insisting that Commerzbank's standalone strategy would deliver greater long-term value. UniCredit, which already owns 26.77% of Commerzbank and holds 12.1% through derivatives, first disclosed its stake in September 2024.

UniCredit is offering 0.485 of its shares for each Commerzbank share, valuing the target at about €38.8bn—below Commerzbank's market capitalization of roughly €41.5bn. As of May 12, shareholders had tendered just 66,724 shares, less than 1% of the German lender's share capital. The Italian bank argues a takeover would improve Commerzbank's profitability through deep cost cuts, but Commerzbank has rejected these assumptions.

The escalating battle has drawn political attention, with German Chancellor Friedrich Merz opposing "aggressive" takeover methods. Commerzbank recently unveiled its own aggressive standalone strategy, including 3,000 job cuts. Despite difficulties in pursuing Commerzbank, UniCredit's stakebuilding in European rivals has boosted its dividend income, which tripled to €408mn in the first quarter as the bank prepares for its annual meeting where management will defend their rejection.