Germany's Federal Cartel Office, the Bundeskartellamt, issued merger control clearance on 14 April 2025 for UniCredit to acquire up to 29.99% of Commerzbank. The competition authority's decision covers the competition-law dimension of the proposed stake increase; the European Central Bank had already granted the separate prudential approval for UniCredit to acquire up to 29.9% on 14 March 2025.
UniCredit has been building a position in Commerzbank since September 2024, accumulating shares, including a 4.5% block bought from the German government, and derivative instruments. The stake would remain below the 30% threshold that triggers a mandatory public bid under German takeover law, which is separate from the competition review.
ECB APPROVAL ALREADY SECURED
The competition clearance followed the ECB's prudential decision in March. The Frankfurt-based supervisor is responsible for assessing whether UniCredit meets the prudential requirements — covering capital adequacy, governance, strategic intentions, and fit-and-proper criteria for qualifying shareholders — that must be satisfied before a qualifying stake in a significant institution such as Commerzbank can be formally held. The ECB granted that approval on 14 March 2025, and UniCredit said at the time that it did not expect to decide on any further steps before 2026.
The competition and prudential reviews apply different legal standards. Competition authorities focus on market structure and the risk of anti-competitive effects; prudential supervisors examine financial stability risks, governance adequacy, and whether the proposed shareholder's strategic intentions are compatible with the sound and prudent management of the target institution.
GERMAN GOVERNMENT POSITION AND NEXT STEPS
The German federal government has made clear it opposes a full takeover of Commerzbank, framing the lender as a strategically important institution for domestic corporate banking and for the financing needs of the Mittelstand — the medium-sized industrial companies that form the backbone of Germany's export economy. Berlin retains a minority stake in Commerzbank as a legacy of the bank's partial nationalisation during the 2008 financial crisis, which gives it a voice as a significant shareholder.
UniCredit has described its holding as an investment, keeping options open that range from a full combination to selling the stake.