UniCredit at 48%: control of Commerzbank now turns on the rulebook, not the premium

Germany's 30% threshold is a pricing rule before it is anything else. Cross it and every remaining holder is owed an offer at a fair price ^[9]. UniCredit went past it inside a voluntary exchange offer instead, a structure the German code treats differently from a hostile bid ^[10], and which critics read as a route to near-majority control without the protections a mandatory offer carries ^[11]. In a voluntary offer the bidder writes the ratio and the timetable, and nobody gets a second look at the price.

The tender numbers show what that bought. Roughly 17.6% of the register came in by early July ^[5], but only about 2.7 points of it left independent shareholders' own holdings ^[6]. The other 14.9 points ^[15], around 85% of everything tendered ^[16], the source does not attribute, in a position it says was assembled partly out of derivative exposure ^[2]. So the free float was told by its own board that 0.485 UniCredit shares per Commerzbank share was financially inadequate ^[4][7], the government said much the same ^[8], and the offer closed the distance to 48% regardless.

Add the state's nearly 13% ^[8] to UniCredit's 48% ^[2] and about 61% of Commerzbank sits in two hands, with some 39% spread across everyone else ^[17]. UniCredit is roughly two points from a bare majority ^[18]. That makes the crisis-era government holding the only parcel on the register capable of deciding the outcome by itself, and it belongs to the shareholder that called the bid aggressive ^[8].

Weidmann's two moves sit oddly together, which is probably the point. On July 24 he invited UniCredit into merger talks ^[12], and Bettina Orlopp followed in early August with the precondition that the approach be non-hostile ^[13]. In parallel he wants the takeover framework reopened ^[1]. A rewrite cannot unwind a stake that already exists. What it can do is raise the cost for the next bidder who tries this on a German bank, which makes the review an argument about someone else's deal.

Meanwhile the ECB clearance the source describes was for up to 30% ^[3], and the holding is now about 18 points above that ^[19], with further clearances expected as soon as Q4 2026 ^[14]. On the source's reading, blocking the deal outright is getting harder ^[14]. What is left to settle is the terms, negotiated between a holder of half the shares and a board whose strongest lever is a stake it does not own. Weidmann is asking Berlin for a rule that would have been useful in September 2024, when the buying started ^[3].