Commerzbank Aktiengesellschaft: Commerzbank Rejects UniCredit’s Hostile Approach; Reaffirms Superior Value of Standalone Momentum Strategy

- Rejection of Hostile Approach: Commerzbank formally rejects UniCredit’s continued hostile tactics and misleading characterisations, which undermine the fundamental trust essential to the banking business and the interests of all stakeholders.

- Superior Standalone Value: The Bank reaffirms the significant upside potential of its independent strategy, which delivers proven value with limited execution risk.

- Speculative vs. Successful Model: UniCredit’s “restructuring proposal” is a speculative attempt to dismantle Commerzbank’s successful business model rather than a credible plan for value creation.

- Absence of Premium: Despite its aggressive pursuit of control, UniCredit has again failed to propose a commensurate premium to Commerzbank shareholders.

- Strategic Update: Commerzbank will present its updated financial targets and 2030 strategy alongside its Q1 results on 8 May 2026.

Commerzbank has taken note of UniCredit S.p.A.’s presentation of 20 April 2026. As set out in Commerzbank’s statement of 7 April 2026, Commerzbank has tried to engage constructively with UniCredit but no concrete combination plan for a mutually agreeable value-accretive transaction nor any reliable indications for a commensurate control premium from UniCredit have been put forward. UniCredit’s communication today has reconfirmed those fundamental shortcomings and laid bare a couple of core elements and facts about UniCredit’s pursuit of Commerzbank.

“What UniCredit has presented today is not a value-creating business combination – it is a stand-alone restructuring proposal that has to be evaluated against the existing strategy of Commerzbank that delivers real, reliable value with limited execution risk. We are astonished that it took UniCredit more than 18 months to present a unilateral plan that lacks basic understanding of the drivers of our business model despite regular investor meetings during this period,” said Bettina Orlopp, Chief Executive Officer of Commerzbank.

Another escalation in a highly aggressive and hostile approach

UniCredit’s communication today reconfirms the persistent lack of any desire to put forward a constructive proposal. It rather follows a consistent pattern over more than 18 months starting with an unsolicited stake-building via financial instruments, repeated attacks on Commerzbank’s business model and management, and the announcement of an unsolicited public takeover offer whilst accusing Commerzbank of its supposed unwillingness to engage constructively. A takeover pursued in this manner is destructive to shareholder value and stakeholder trust, which is essential in banking.

Still no real combination plan

What UniCredit described today is not a convincing combination case. It is an attempted restructuring proposal by a direct competitor, cutting into the core value chain of the German Mittelstand regarding its international business and trade finance. It comprises a compression of Commerzbank’s cost base modelled on HypoVereinsbank, and a reorientation away from the Mittelstand franchise that defines the Bank’s competitive position. At the same time, UniCredit has not revealed any substantive new details on its actual combination plan – be it actual levers, cost-to-achieve or timeline. This has been repeatedly requested by Commerzbank and been denied to date. Any supposed combination benefits presented today remain vague and back-end loaded with implementation starting only from 2029/2030 onwards and realisation potentially taking “a couple of years”.

Still no premium to Commerzbank shareholders

UniCredit has reiterated its desire to obtain control over Commerzbank, but instead of offering Commerzbank shareholders a commensurate premium for such control it is seeking to obtain, it does the opposite and is attacking the current performance and valuation of Commerzbank. This is highly concerning from a governance, regulatory and shareholder perspective. Commerzbank re-emphasises that any takeover offer must include a market-standard premium, next to a combination case that creates value for all stakeholders.

Our Momentum strategy delivers – and the case will be made in full on 8 May

Commerzbank’s standalone Momentum strategy is working. The Bank delivered its best operating result in its history in the financial year 2025, with operating profit up 18% to €4.5 billion and all self-imposed growth targets met or exceeded – without dismantling its international footprint and without the execution risks inherent in a cross-border banking merger.

On 8 May 2026, Commerzbank will present its updated financial targets and strategy through to 2030 and will set out a comprehensive response to UniCredit’s specific claims once UniCredit has also published the full details of its announced take-over offer to Commerzbank shareholders. The events over the past 18 months have shown that UniCredit may opportunistically revise its communicated plans and intentions within short notice. Commerzbank remains highly concerned about the nature and level of attack UniCredit has chosen vis-à-vis a competitor and a systematically relevant bank.

Commerzbank Aktiengesellschaft: Commerzbank reaffirms upside potential of its existing business strategy and currently sees no basis for a mutually agreed value-accretive transaction after interactions with UniCredit

- Commerzbank comments on UniCredit’s most recent publications

- Interactions with UniCredit have, in Commerzbank’s view, not demonstrated sufficient value upside potential for its shareholders beyond the current standalone strategy

- UniCredit has also shown no willingness to offer Commerzbank shareholders a necessary adequate premium

- On this basis, an agreed solution is currently not evident

- Commerzbank plans to publish the previously announced upgrade to its financial targets alongside its quarterly results on 8 May 2026

Commerzbank has taken note of the publications by UniCredit S.p.A. dated 3 April 2026, which are related to the invitation to UniCredit’s extraordinary general meeting. Commerzbank disagrees with the conclusions drawn therein in large part, and in particular with the assertion that Commerzbank has refused to engage constructively with UniCredit on a value-creating transaction.

In recent weeks, several interactions have taken place with UniCredit – the last shortly before the aforementioned UniCredit publications – in order to constructively explore the basis and benefits of the takeover offer announced by UniCredit to Commerzbank’s shareholders.

In addition, there has been regular and transparent dialogue with UniCredit as shareholder over the past 18 months. During this time, however, UniCredit did not raise any specific requests or suggestions – for example regarding Commerzbank's business model or potential areas of cooperation – nor did it put forward any potential cornerstones of a transaction.

The cornerstones of a transaction outlined now verbally by UniCredit have, in Commerzbank’s view, not demonstrated sufficient value creation potential for Commerzbank’s shareholders beyond the current standalone strategy and its planning horizon. A significant part of the potential outlined by UniCredit is not based on a combination of the two institutions and can therefore also be realized by Commerzbank independently, without the significant execution risks associated with a transaction. Furthermore, UniCredit has repeatedly confirmed in the interactions that it currently sees no room for a necessary market-standard premium or an improvement of the terms of its public takeover offer announced on 16 March 2026.

On this basis, an agreed solution is currently not evident to Commerzbank. Furthermore, UniCredit’s actions and announcements to date have been repeatedly made without prior coordination with Commerzbank. This approach makes it difficult to build the mutual trust necessary for a successful transaction.

Commerzbank will continue to focus on the successful implementation of its standalone strategy. The Momentum strategy is value-creating, the operational momentum is sustainable, and its execution follows a clearly communicated strategic agenda with low execution risks.

In this context, Commerzbank will announce increased financial targets – as already indicated in February – as well as further details of its strategy update with the publication of its quarterly results on 8 May 2026. As previously communicated, the company sees additional upside beyond the targets originally set for 2028.

Commerzbank remains open to discussions and proposals that create concrete value for its shareholders and stakeholders.