Commerzbank has issued an appeal to its shareholders urging them to reject UniCredit’s takeover offer and remain invested in the German lender. In a letter signed by CEO Bettina Orlopp and distributed in the coming days, Commerzbank argues that UniCredit’s bid does not offer a sufficient premium and undervalues the shares relative to analyst targets and current market prices.

UniCredit submitted its exchange offer in May, proposing to provide 0.485 of its own shares for every Commerzbank share, aiming to increase its existing 26.77 percent stake in the bank. By combining this with shares already accepted from existing investors, UniCredit could approach nearly 40 percent ownership if the offer succeeds. The initial acceptance period concluded with only around 12.51 percent of Commerzbank’s shares tendered, and the deadline for the offer was extended to July 3.

According to Commerzbank’s letter, the majority of shares tendered have come from institutional investors with close business ties to UniCredit, while participation from the bank’s broader retail and major shareholder base remains low—just over 1 percent. The company contends this low uptake clearly reflects shareholder skepticism about the offer. UniCredit has denied these claims regarding the sources of shares tendered.

Additionally, Commerzbank highlights that the German federal government, which holds approximately 12 percent of Commerzbank shares, does not intend to sell its stake, limiting the potential for the takeover to secure majority control.

Orlopp’s letter also notes that UniCredit has yet to present a detailed and convincing strategic plan that leverages Commerzbank’s existing business strengths. She emphasizes that the value potential of Commerzbank shares remains unrealized under the current offer, suggesting shareholders could benefit by retaining their holdings.

UniCredit, headquartered in Milan and operating in Germany through Hypovereinsbank, has signaled that a merger could yield significant cost savings—potentially amounting to billions of euros—and result in thousands of job cuts. The Italian bank had increased its stake in Commerzbank in September 2024 after the German government sold a portion of its shares.

As the July 3 deadline approaches, the outcome of UniCredit’s bid remains uncertain, with Commerzbank’s leadership actively encouraging shareholders to weigh the long-term potential of the bank against the terms of the current offer.