Commerzbank says another no – yet another – to the integration project with Unicredit, reiterating that the main path remains the stand alone solution and that the offer of the bank led by Andrea Orcel underestimates its intrinsic value. A response to the advances of the Italian bank, which recently requested authorization to increase beyond 30% of the German Institute, but without acquiring control, through a public exchange offer (OPS) at a price of 30.8 euros per Commerzbank share (at the exchange rate set at 0.485 UniCredit shares for each Commerzbank share) with a premium of 4% compared to the closing price of 13 March 2026 (last day of price before the public offering announcement).
Yet another “nein” from Commerzbank
Commerzbank rejected for the umpteenth time the proposal put forward by Unicredit, also denying its opposition to dialogue and recalling that it had had “several meetings” with the Italian Bank “in order to constructively explore the bases and advantages” of the OPS. Commerz actually spoke of a “regular and transparent dialogue” with UniCredit as a shareholder, specifying that the latter “has not proposed key elements for a possible operation”.
Commerzbank explained that the key points of an operation verbally outlined by UniCredit “did not demonstrate sufficient value creation potential” and that “a significant part of the potential” outlined “can therefore also be realized by Commerzbank independently”. On this basis, “a shared solution is not currently evident” for Commerzbank, which also complains about an approach by UniCredit that “makes it difficult to build the mutual trust necessary for a successful transaction”.
Unicredit calls the meeting for the capital increase
The position taken by the German Institute came the day after the Unicredit shareholders’ meeting was called for May 4th, for the approval of the capital increase aimed at the acquisition of Commerzbank shares. The shareholders must approve the delegation to the Board of Directors for a capital increase which concerns the issue of a maximum number of 470,000,000 ordinary shares, the issue price of which will be determined by the Board of Directors in compliance with the applicable legislation, to be paid in the form of a contribution in kind, as it is functional to the offer.
The judgment of the rating agencies
The main rating agencies expressed themselves favorably on the integration project with Commerzbank, confirming the creditworthiness of the Bank of Piazza Gae Aulenti.
Fitch even opened up to a possible increase in the long-term rating “if Unicredit was able to achieve effective control over Commerzbank and “and if the capital trajectory remains consistent with current parameters”.
Scope Ratings instead confirmed the “A” rating with a stable outlook, underlining that the takeover offer on Commerzbank does not have any immediate impact on the creditworthiness of the Italian bank and could, instead, strengthen UniCredit’s operational and strategic flexibility.
For Moody’s, Unicrtedit’s capitalisation, although diluted by the operation, should remain solid and at least in line with the declared objective. For this reason, the agency confirmed UniCredit’s “A3” rating, with the outlook remaining stable.
