UniCredit has successfully completed its share exchange offer for Commerzbank, gaining effective control of Germany’s second-largest lender. The Italian bank now holds 47.59 percent of Commerzbank’s shares, representing 49.65 percent of voting rights. The next step is a general meeting that will lead to changes on the supervisory board, while the future of Poland’s mBank remains uncertain.
The exchange offer, which ended on 3 July 2026, saw investors tender shares representing 17.6 percent of Commerzbank’s share capital. Combined with the 26.77 percent UniCredit already controlled directly and through financial instruments, the Italian bank now holds a commanding stake.
„The completion of the offer period marks another step in the implementation of UniCredit’s strategic investment in Commerzbank. UniCredit continues to seek constructive cooperation with all relevant stakeholders while pursuing the necessary regulatory and supervisory processes,” UniCredit said in a statement.
A contested offer with a growing premium
UniCredit offered Commerzbank shareholders a fixed exchange ratio of 1:0.485 of newly issued UniCredit shares. Initially, Commerzbank CEO Bettina Orlopp and the German government, which holds 12 percent of the bank, argued that the premium was only about 4 percent. However, since the announcement, UniCredit’s share price has risen from €64.06 to €80.45, meaning the implied premium now exceeds 15 percent.
Despite this, Commerzbank’s management played down the success of the offer. „The total number of shares tendered by institutional and retail investors was less than 2 percent. The shares acquired in the exchange came mainly from banks and entities related to UniCredit. The low acceptance rate among independent shareholders reflects the unattractiveness of the offer,” Commerzbank’s board said in a statement.
Yet market reality is different. UniCredit CEO Andrea Orcel has achieved his goal of gaining control. The bank now plans to call a general meeting to replace the supervisory board and install its own management. This sets up a conflict with the German government, which retains its 12 percent stake.
What does this mean for mBank in Poland?
In the background of this power struggle lies the fate of mBank, listed on the Warsaw Stock Exchange and a member of the WIG20 index. UniCredit has been rebuilding its presence in Poland in recent months, opening new branches and introducing digital solutions.
The strategic options for mBank are threefold: a sale, a merger with UniCredit’s Polish operations, or a carve-out of the most profitable business lines into a separate entity. Each scenario would have significant implications for the Polish banking sector and for mBank’s 4.5 million customers.
Decisions, however, are not expected for several months. They will depend on how events unfold in Germany, including the outcome of the general meeting and any regulatory hurdles. UniCredit will first need to secure control of Commerzbank’s governing bodies before turning its attention to Poland.
Źródło: WNP.PL, Fot. Sergey Kohl / Shutterstock
