Berlin rejected the public exchange offer (OPS) launched by UniCredit on Commerzbankafter the German bank had repeatedly complained about the inadequacy of the proposal. In fact, the federal government today announced a resounding rejection of the offer presented by the Institute led by Andrea Orcel, once again standing in the way of the unification of the banking sector, and reiterated its support for the independence of the German institute, in consideration of its important role for the national economy. Despite these developments, Unicredit shares continue to run and recorded an increase of 3.58% on the stock market.
The response of the German government
The Federal Finance Agency, which manages the state’s more than 12% stake in the bank, explained that accepting the offer was not an option from a financial point of view, as it does not include an adequate premium. According to Bloomberg’s reconstruction, the operation is valued at around 39 billion euros.
The executive’s position fits into an already consolidated line. As the second largest shareholder, the German state once again opposed the acquisition of the country’s second largest private bank by UniCredit, confirming its adherence to Commerzbank’s independence strategy and rejecting the “aggressive” approach of the Italian group. The note highlights the institute’s role in financing the German economy and medium-sized enterprises, the so-called Mittelstand.
Unicredit’s OPS
On a technical level, UniCredit published the offer document on 5 May 2026, proposing 0.485 new treasury shares for each Commerzbank share, with an extended acceptance period expected to close on 3 July 2026. The ordinary acceptance period was set for 16 June 2026.
As for memberships, as of June 12, shares equal to approximately 11.86% of the capital had been tendered, bringing the direct share in shares of the Piazza Gae Aulenti group to 38.63% of the German institute. Including derivatives, UniCredit’s overall exposure exceeded 54% of Commerzbank’s capital.
The intervention of the supervisory authority
However, the clash moved to regulatory terrain. UniCredit asked BaFin to investigate some statements by Commerzbank that it believed undermined the offer, after the German bank had previously taken a similar step. In parallel, the Frankfurt Public Prosecutor’s Office has launched a preliminary investigation into possible market manipulations in the context of the OPS. For its part, Commerzbank claims that so far no acceptance has been identified from institutional investors, while participation from private investors corresponds to a share of around 0.05%.
EU in favor of the Single Market
On the institutional front, the dossier has fueled a European debate. ECB Vice President Luis de Guindos recommended considering the euro area as a single jurisdiction, underlining how the highly fragmented German banking system requires a modernization process. Among analysts, Ignazio Angeloni, a former ECB supervisor now at Bocconi, noted that the Eurotower removed a powerful argument that Germany could have used against the takeover, while Professor Tobias Troeger of Goethe University warned that the Eurozone, with a still incomplete banking union, is not equipped to handle a crisis on the scale of UniCredit/Commerzbank.
