UniCredit S.p.A. has announced the final results of its voluntary takeover offer for Commerzbank AG, saying that shares equivalent to 17.60% of Commerzbank's outstanding share capital were tendered. Combined with its direct holding and instruments with physical delivery rights, the Italian bank now holds a position corresponding to 47.59% of Commerzbank's share capital, UniCredit said on 8 July 2026, moving the group close to a de facto blocking stake in the German lender.
Adjusted for the cancellation of Commerzbank treasury shares, the combined stake represents 49.65% of voting rights. The Italian group said it continues to pursue the required regulatory and supervisory processes to move forward with its investment in the German lender, indicating that the transaction is not being framed as a passive portfolio move but as a strategic build-up that will require further engagement with authorities.
COMPOSITION OF THE COMBINED POSITION
The 47.59% total is made up of a direct holding of 26.77% of Commerzbank's share capital, tendered shares of 17.60%, and financial instruments with physical delivery rights equivalent to a further 3.22%. That split shows how UniCredit has built its position through a combination of open-market and derivative-based accumulation followed by the formal tender offer, a sequence that has allowed the group to control its economic exposure while managing the pace of disclosure obligations.
The uplift from 26.77% direct ownership to 47.59% combined position reflects the meaningful acceptance level in the tender. A 17.60% response indicates that a substantial slice of Commerzbank's free float chose to sell into UniCredit's offer rather than remain independent shareholders, providing a clear market signal about how existing investors valued the terms on the table.
On a voting-rights basis, the position moves to 49.65% once Commerzbank treasury shares are cancelled — just short of an absolute majority of votes cast. That threshold has clear implications for governance and future strategic moves, without yet crossing the line into a formal majority stake and the additional regulatory obligations that would attach to it.
REGULATORY PROCESS AHEAD
UniCredit said it continues to pursue the required regulatory and supervisory processes. Any cross-border investment of this scale involving a major German bank engages a range of authorities, including the European Central Bank as the direct supervisor of the euro area's largest banks and Germany's own supervisory community, with each having a role in assessing suitability and prudential implications.
The final tender-offer results confirm that UniCredit has secured a strategic bloc in Commerzbank that goes materially beyond a portfolio investment while stopping short of outright control. The precise commercial and governance consequences will depend on the outcome of the ongoing regulatory dialogue as well as any further steps that UniCredit chooses to take with respect to its holding and its representation on Commerzbank's governance bodies.
The Italian group's announcement, published on its website, sets out the composition of the combined position in detail and reiterates that the group will continue to engage with supervisors on next steps in relation to its holding in Commerzbank. For its part, Commerzbank will need to work through the implications of having a single shareholder with a position approaching half of its voting rights on the outstanding capital base.