UniCredit has received authorisation from the European Central Bank to increase its stake in Commerzbank above 30 per cent and to raise it further without an upper limit, clearing the way for the Italian bank to take control of the German lender.
In a statement on October 15, UniCredit said the ECB’s decision was “an important milestone” in the acquisition and reflected the central bank’s positive assessment of the transaction as well as confidence in UniCredit’s fundamentals.
The bank expects the remaining regulatory processes and conditions linked to its takeover offer to be completed around the end of the year, at which point it anticipates holding roughly 50 per cent of Commerzbank’s voting rights and being able to assume control.
The approval follows a hostile exchange offer that closed in July and lifted UniCredit’s economic stake in Commerzbank to about 48 per cent. Shareholders tendered 17.6 per cent of the German bank’s capital, taking UniCredit to 47.6 per cent of the share capital and 49.7 per cent of exercisable voting rights once treasury shares are excluded.
UniCredit, Italy’s second-largest bank, needed the ECB’s sign-off before it could take delivery of the tendered shares under the roughly €45 billion offer.
The Italian lender has owned Germany’s HypoVereinsbank (HVB) since 2005 and began building a position in Commerzbank in September 2024 under chief executive Andrea Orcel.
The move has faced opposition from Commerzbank’s management and criticism from the German Government, which has sought assurances that the bank would retain its Frankfurt headquarters, protect jobs and continue lending to German businesses. Berlin still holds just over 13 per cent of Commerzbank and two supervisory board seats, a legacy of the 2009 bailout, and UniCredit has said the change of control could alter that arrangement.
Commerzbank chief executive Bettina Orlopp has argued that the bank should remain independent and press on with its own strategy.
UniCredit has said it intends to implement a profit-boosting strategy from January while deferring a full merger until 2029-2030. It has also threatened to call a shareholder vote to replace Commerzbank’s supervisory board and management before the next annual general meeting.
A full integration would create one of Europe’s largest cross-border banking combinations since the global financial crisis.
The ECB’s banking supervision has previously signalled support for cross-border consolidation in the eurozone.
Other remaining approvals, including from competition authorities, are still required before the transaction is completed. The European Commission is due to rule on the competition side by November 16, while clearances are also outstanding from the US Federal Reserve and Poland’s financial regulator, which oversees mBank, Commerzbank’s listed Polish subsidiary. UniCredit now carries ordinary shareholder resolutions but stays below the level that would oblige it to buy out mBank’s minority shareholders.
