ECB clears UniCredit to exceed 30% stake in Commerzbank with no upper limit
Key Facts
UniCredit has secured European Central Bank approval to increase its stake in Commerzbank beyond 30%, with no upper limit on subsequent increases, according to the approval announced in October 2026 and reported by Investing.com. The decision gives the Italian bank greater scope to expand its ownership of the German lender, after the previous approval capped the stake it could acquire. On March 14, 2025, the ECB authorised UniCredit to buy up to 29.9% of Commerzbank, according to Reuters. The new approval therefore extends beyond the previous authorisation, both by allowing it to cross the ownership threshold and by permitting further stake increases. Investing.com described the decision as allowing an increase "beyond 30%, with no upper limit on subsequent increases".
The regulatory step follows an increase in the proportion of shares tendered to UniCredit's offer during the additional acceptance period, according to offer results published in July 2026. Acceptances reached 17.6% of Commerzbank shares, compared with 12.5% before the offer period was extended, according to figures announced by the Italian bank and reported by Investing.com. Those percentages referred to shares tendered by their holders, while the transfer of those shares and their associated voting rights remained subject to regulatory approvals. When it launched the voluntary exchange offer in March, UniCredit said it did not expect to gain control of Commerzbank through the transaction. The bank then presented details of its plan to seek control in July, marking a shift from the objective it announced when it put the offer to shareholders.
UniCredit's proposed integration process includes a phase in which Commerzbank remains a standalone company, according to statements by the bank during the offer period reported by Reuters. The Italian bank said it needed time to make changes within Commerzbank in that capacity, ahead of combining it with its German unit. It said the changes were intended to facilitate the target bank's integration with its existing operations in Germany, linking work within Commerzbank first to integration later. Reuters reported that the approach aimed to "make changes to Commerzbank as a standalone company to facilitate its integration with UniCredit's German unit". The agency also reported that Andrea Orcel had deferred full integration to 2029–2030, the timeframe set out in the plan for that stage of the transaction.
In Germany, the government remains a shareholder in the target bank, holding a 13.3% stake in Commerzbank, according to a Reuters report published on October 9, 2026, before the ECB approval. Government representatives want to keep Commerzbank's headquarters in Frankfurt, protect jobs and maintain lending to German companies, according to the agency. Their demands thus cover the headquarters' location, employees and the bank's relationship with local businesses, the areas government representatives identified in their position on the transaction. At the German bank, Supervisory Board Chairman Jens Weidmann called on UniCredit in July to open negotiations on merger terms. His call came as Commerzbank shifted its focus towards securing concessions from the Italian bank in talks on the deal, according to Reuters.
The current approval was preceded by share-price moves at both banks at different stages of the offer process, according to Investing.com's coverage of the March and July announcements. On March 16, 2026, Commerzbank shares rose 6.7% after UniCredit announced its voluntary exchange offer for the German bank's shares. The rise was linked to the announcement of the offer through which the Italian bank sought to increase its stake, before it disclosed details of its plan to gain control. On July 23, 2026, UniCredit shares fell 2.3% when the bank presented details of that plan, according to coverage published at the time. The two moves thus comprised a rise in the target bank's shares when the exchange offer was launched in March and a decline in the bidder's shares when it presented its plan in July, on two occasions preceding the ECB decision.
The next regulatory step rests with European competition authorities, which have set November 16, 2026, as the deadline for their decision on the acquisition, according to a European Commission filing cited by Reuters in its October 9 report. The deadline is part of the process of completing the remaining regulatory procedures and conditions for the offer, which UniCredit links to its ability to gain control of Commerzbank. The Italian bank expects to complete that process near the end of the year, according to Reuters' report on the announcement of the ECB approval. It said it would then be able to control the German bank with about 50% of voting rights, with that expectation remaining subject to fulfilment of the outstanding requirements. According to UniCredit's announced timetable, the end of 2026 is the target period for completing the procedures that would allow it to exercise control.