Commerzbank chair calls for review of German takeover rules after UniCredit bid

Jens Weidmann, the chairman of Commerzbank, is calling for a rethink of Germany’s takeover regulations as UniCredit’s creeping acquisition of the German bank tests the limits of existing rules. The Italian lender has accumulated roughly 48% of Commerzbank shares, a position built through a combination of market purchases, derivative positions, and a voluntary exchange offer that launched in March 2026.

How UniCredit got to 48%

UniCredit’s pursuit of Commerzbank has been a slow-motion siege. The Italian bank started building its stake in September 2024, eventually securing ECB approval to pursue up to 30% of the German lender.

On March 16, 2026, UniCredit launched a voluntary public exchange offer, proposing to swap 0.485 UniCredit shares for each Commerzbank share. By early July, about 17.6% of shares had been tendered through that offer, pushing UniCredit’s total position to approximately 48%.

Independent shareholders tendered only about 2.7% of shares from their own holdings. Commerzbank’s board had recommended shareholders reject the offer, calling it financially inadequate. The German government, which holds a nearly 13% stake in Commerzbank dating back to the financial crisis bailout era, also dismissed the bid as aggressive and insufficiently generous.

The 30% problem

Germany’s takeover law hinges on a critical threshold: 30%. Cross it, and you’re generally required to make a mandatory offer to all remaining shareholders at a fair price. UniCredit blew past that number, but did so through a voluntary offer structure that navigates the rules differently than a hostile bid would.

This is exactly the kind of maneuvering that Weidmann wants regulators to examine. The distinction between voluntary and mandatory offers under German law creates what critics see as a loophole. A bidder can accumulate a near-majority position through a voluntary exchange offer without triggering the same protections that a mandatory offer would require.

From resistance to pragmatism

Weidmann’s July 24 invitation for UniCredit to engage in merger talks was a notable pivot. CEO Bettina Orlopp emphasized the need for a non-hostile approach in early August, essentially laying out a precondition: if you want to talk, come to us as a partner, not a predator.

With UniCredit now holding close to half the company and regulatory clearances expected as soon as Q4 2026, blocking the deal outright looks increasingly difficult. The question is no longer whether UniCredit will have a dominant position in Commerzbank, but what the terms of that relationship will look like.

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