UniCredit has successfully completed its share exchange offer for Commerzbank, securing 47.59 percent of the German lender’s capital and effectively taking control of the country’s second-largest bank. The transaction, which closed on July 3, 2026, now puts the spotlight on the future of Polish mBank, a subsidiary of the German group.
In a statement, UniCredit confirmed that offers covering 17.6 percent of Commerzbank’s share capital were submitted during the extended offer period. Combined with the 26.77 percent already held directly and financial instruments, the Italian bank now controls 49.65 percent of the voting rights at Commerzbank’s general meeting.
The initial offer, launched on May 5 with a fixed exchange ratio of 1:0.485, initially faced criticism from Commerzbank’s management and the German government, which holds a 12 percent stake. CEO Bettina Orlopp argued that the premium was only around 4 percent at the time of the announcement. However, as UniCredit’s share price rose from 64.06 euros to 80.45 euros, the effective premium exceeded 15 percent, making the deal more attractive for those who accepted.
Battle for control and Berlin’s opposition
Despite the low acceptance rate among independent shareholders – less than 2 percent – UniCredit’s CEO Andrea Orcel achieved his strategic goal. The majority of the exchanged shares came from banks and entities linked to UniCredit itself. – The low acceptance rate among independent shareholders clearly shows the low attractiveness of the offer – said Commerzbank’s board in a statement.
Now UniCredit plans to call an extraordinary general meeting to replace members of the supervisory board and, eventually, the management board. This sets the stage for a direct conflict with the German government, which still owns 12 percent of Commerzbank and opposes the takeover. During the May shareholder meeting, UniCredit deliberately did not register its shares, avoiding a confrontation. Now it intends to use its voting power to push through changes.
What does this mean for Polish mBank?
The fate of Commerzbank’s Polish subsidiary, mBank, listed on the Warsaw Stock Exchange and a key component of the WIG20 index, hangs in the balance. UniCredit has already re-entered the Polish market in recent months, building a new network of branches and developing digital services. The Italian group now faces three possible scenarios for mBank: selling it to a third party, merging it with UniCredit’s own Polish operations, or carving out the most profitable parts into a separate entity.
Any final decision, however, will depend on how the situation in Germany evolves over the coming months. – These decisions will take several more months and will be dependent on developments in the German market – the article notes.
UniCredit rebuilds presence in Poland
While the corporate battle unfolds, UniCredit has been quietly rebuilding its physical presence in Poland. After years of absence, the Italian bank is opening new brick-and-mortar branches and rolling out new technology solutions. This suggests that whatever happens with mBank, UniCredit is determined to have a significant footprint in the Polish banking sector.
The coming weeks will be crucial as UniCredit moves to consolidate its control over Commerzbank and decides the next steps for its Polish assets. For now, the Polish market and mBank’s shareholders can only wait and watch.
Źródło: WNP.PL, Fot. Sergey Kohl / Shutterstock
