UniCredit Breaches 30% Threshold as BaFin Cracks Down on Hostile Tactics

The battle for Commerzbank has escalated dramatically, with UniCredit pushing its total exposure past the critical 30% mark just as Germany’s financial regulator moves to rein in the Italian lender’s aggressive campaigning. The weekend disclosure that UniCredit now holds a combined 32.64% stake — roughly 27% in direct shares and the remainder through hedged derivative positions — signals that Andrea Orcel is pressing ahead with full force, undeterred by regulatory pushback.

The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) stepped in on Friday, banning certain UniCredit social media advertisements that the watchdog deemed “sensationalist and unobjective,” ruling them a breach of takeover law. The ads contained speculative claims about Commerzbank’s financial health, prompting the regulator to act just days before the shareholding threshold was breached.

A Packed May Calendar Sets the Stage

The coming weeks will determine whether Orcel’s gambit succeeds or falters. The timeline is unusually dense:

• 4 May 2026: UniCredit holds an extraordinary general meeting where shareholders vote on the capital increase needed to fund the share-exchange offer.
• 8 May 2026: Commerzbank releases first-quarter results alongside updated financial targets and its strategy through 2030.
• 20 May 2026: Commerzbank’s own annual general meeting in Wiesbaden, where a dividend of €1.10 per share — up sharply from €0.65 last year — will be put to a vote, alongside authorization for further share buybacks. Total shareholder payouts for the 2025 financial year are expected to reach approximately €2.7 billion.
• 21 May 2026: The expected ex-dividend date.

Commerzbank’s board formally rejected UniCredit’s €35 billion exchange offer on 7 April, sticking firmly to its standalone strategy. The bank is reportedly planning additional job cuts beyond the 3,900 full-time positions already announced in early 2025, though the exact number remains subject to negotiation with worker representatives.

Political and Regulatory Barriers

Berlin remains a formidable obstacle for UniCredit. The federal government holds roughly 12% of Commerzbank shares and has made clear it will not sell its stake, with the finance ministry backing the bank’s independence. Even if UniCredit secures full control, Orcel has pledged to keep Commerzbank as a standalone entity for 18 months before merging it with Munich-based HypoVereinsbank — a timeline that would require approval from both the European Central Bank and the European Commission, pushing a final decision to late June or July 2026.

Should investors sell immediately? Or is it worth buying Commerzbank?

Market Signals Point to Uncertainty

The stock closed Friday at €33.94, down about 1.5% on the day and roughly 6% lower on the week. Despite the recent pullback, shares remain nearly 47% above the 52-week low struck in April and have surged more than 44% over the past twelve months.

Technically, the stock sits just above its 50-day moving average, though elevated relative strength index readings suggest an overbought condition. The heightened volatility of recent weeks underscores the market’s nervousness as the takeover drama intensifies.

Analysts see further upside if the bid proceeds. RBC and Barclays have set price targets of €43 and €42 respectively, both above the consensus. Should the stock hold above its 50-day moving average at Monday’s open, the year-to-date high could come back into play.

The next concrete milestone arrives Tuesday, when the record date for Commerzbank’s dividend expires — a small but telling marker on the road to what promises to be a decisive month for Germany’s third-largest private lender.