UniCredit Becomes Top Shareholder in Commerzbank at 20% Stake

UniCredit SpA has taken decisive steps to deepen its investment in Commerzbank, converting a portion of its derivative-linked exposure into actual equity. This manoeuvre has doubled the Italian bank’s stake, positioning it as the top shareholder in one of Germany’s major financial institutions.

Strategic Conversion Following Regulatory Green Light

The announcement, made late Tuesday, revealed that UniCredit now holds approximately 20% of Commerzbank’s shares and voting rights. This development marks the transformation of an earlier 10% indirect interest, previously held via derivatives, into tangible equity. The conversion only followed after receiving the necessary approvals from key regulators, including the European Central Bank, Germany’s antitrust authority, and the U.S. Federal Reserve.

A Gradual but Determined Accumulation

UniCredit’s march toward becoming Commerzbank’s dominant shareholder has been steadily unfolding since September. Initially disclosing a 9.5% stake acquired through direct purchases, UniCredit quickly signalled an openness to deeper engagement, possibly even a merger. Over the months, the bank strategically expanded its exposure through derivative contracts tied to Commerzbank shares, pushing its overall economic interest to nearly 28% before beginning the conversion to actual stock.

Political and Social Pushback in Germany

The intensifying involvement of an Italian bank in a German financial pillar has sparked notable domestic unease. Political figures and labour representatives have publicly expressed apprehension about potential job losses, a shift in strategic decision-making power outside Germany, and a possible decline in credit availability for small and medium-sized enterprises. This growing chorus of resistance underscores the sensitivities around foreign influence in the German banking sector.

Commerzbank Stands Its Ground

Commerzbank’s leadership has responded to UniCredit’s growing presence with firmness, making it clear that the bank intends to remain independent. The management has resisted any implications of a looming takeover and continues to emphasize its strategic autonomy amid the unfolding ownership dynamics.

UniCredit’s Broader Vision for European Expansion

This move into Commerzbank aligns with UniCredit CEO Andrea Orcel’s broader ambitions to forge a pan-European banking giant. Through its existing German arm, HypoVereinsbank, UniCredit already has a significant foothold in the country. Orcel has often highlighted the importance of cross-border banking consolidation in Europe and has presented UniCredit as a potential rival to American financial powerhouses. Nonetheless, he maintains that the Commerzbank holding is a strategic financial investment, rather than an outright acquisition bid, leaving open the possibility of a future divestment.

Surpassing the German State as Top Shareholder

With the latest conversion, UniCredit has overtaken the German federal government, which continues to own a 12% stake in Commerzbank, a legacy of the bank’s bailout during the global financial crisis. Looking ahead, UniCredit has signalled its intention to convert its remaining derivative positions, which could raise its voting power to approximately 29%, thereby reinforcing its influence while remaining just below the mandatory takeover thresholds.