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# UniCredit wins ECB approval to lift Commerzbank stake above 30% without cap
- URL: https://www.theglobalbanker.com/unicredit-wins-ecb-approval-to-lift-commerzbank-stake-above-30-without-cap/
- Published: 2026-10-16T11:24:37.000Z
- Updated: 2026-10-16T11:24:37.000Z
- Description: The ECB has lifted restrictions on UniCredit raising its Commerzbank stake above 30%, and the Italian lender expects about 50% of voting rights by year-end if remaining approvals and offer conditions are met.
- Author: TGB Editorial Team
- Tags: M&A, Europe, #newsroom, #held

The European Central Bank has given UniCredit the green light to take control of Commerzbank. The supervisor authorised the group led by Andrea Orcel to cross the 30% threshold in the German lender and keep raising its stake "without maximum limits", according to a UniCredit statement.

UniCredit expects to take control of Commerzbank by the end of the year, with about 50% of voting rights. That depends on the remaining regulatory procedures being completed and the conditions of the offer being met. The bank expects the full set of authorisations to be satisfied "towards the end of the year".

## UNICREDIT CALLS DECISION A MILESTONE

UniCredit described the ruling as an important milestone in its acquisition of Commerzbank. It said the decision reflects the ECB's positive assessment of the deal and confidence in UniCredit's solid fundamentals and strong position in European banking.

The ECB approval does not complete the process. UniCredit still needs approvals from EU competition authorities, the US Federal Reserve and the relevant Polish regulator.

## HOW THE EXCHANGE OFFER WAS STRUCTURED

UniCredit announced a voluntary exchange offer for Commerzbank on 16 March 2026 under the German Takeover Act. At that point it held about 26% of Commerzbank directly and roughly 4% more through total return swaps. The bank said the offer was designed to take it past Germany's 30% takeover threshold, and at launch it expected to cross 30% without gaining control.

UniCredit initially expected an exchange ratio of 0.485 of its shares per Commerzbank share, implying €30.8 per Commerzbank share, a 4% premium to the close on 13 March 2026\. On 23 March 2026 BaFin finally set the statutory minimum consideration at €34.24 per Commerzbank share, with UniCredit shares valued at no more than €70.832 each.

The acceptance period was planned to start on 5 May 2026 and run for four weeks, subject to extension under German law. UniCredit expected the offer to settle by the first half of 2027, subject to its conditions being met or waived.

## COMMERZBANK RESISTS AS ACCEPTANCES STAY LOW

In June 2026 Commerzbank argued that the offer's implied price was below its share price, which gave shareholders no economic reason to tender. UniCredit's own disclosures at the time showed about 27% of Commerzbank shares held directly. By the end of the additional acceptance period on 3 July 2026, UniCredit said 17.6% of Commerzbank shares had been tendered.

Transfer of the tendered shares and their voting rights to UniCredit remains subject to the required regulatory approvals. Commerzbank said only 2.7% of its institutional and retail investors tendered their shares, and it criticised the offer as financially inadequate.

## DERIVATIVES AND THE CAPITAL QUESTION

The stake UniCredit declared in July 2026 included a 3.2% holding built via share-settled derivatives. It could also amend its cash-settled swap contracts to allow share settlement, which would give it a further 11.5% of Commerzbank.

On capital, being declared in control without a majority holding would force UniCredit to consolidate Commerzbank as a minority holding. That would hit its capital reserves hard because of the accounting rules on minorities.

*Related: [UniCredit sought EU antitrust approval for its proposed Commerzbank takeover](https://www.theglobalbanker.com/unicredit-sought-eu-antitrust-approval-for-its-proposed-commerzbank-takeover/)*