Commerzbank's management and supervisory boards advised shareholders to reject UniCredit's roughly €24 billion offer for the shares it doesn't already own. The German bank said the all-stock bid provides no adequate premium and fails to reflect its true value, adding that the proposal carries considerable risks.

Italy's UniCredit launched the offer earlier this month as part of CEO Andrea Orcel's long-running campaign to acquire the German lender. Orcel previously framed the bid as an attempt to break a stalemate between the two banks, admitting UniCredit was unlikely to gain majority control.

Commerzbank CEO told shareholders the price was too low, reinforcing management's opposition. The standoff leaves investors weighing a bid widely seen as undervaluing the target against Commerzbank's push to boost profitability through a planned 3,000-job cut.