UniCredit is moving to assume control of Germany’s Commerzbank within the coming months, aiming to accelerate what would be the largest European bank takeover since the financial crisis. The Italian lender plans to convene an extraordinary general meeting as soon as it obtains the remaining regulatory approvals necessary to formalize its control over Germany’s second-largest bank.
Sources familiar with the matter indicated that UniCredit anticipates securing control by the end of February, with an optimistic scenario allowing takeover by January. This would mark a substantial acceleration compared to earlier projections that placed the change of control in the second quarter of 2025. However, the process could be delayed until Commerzbank’s annual shareholders’ meeting in May if the German bank opts to postpone the transition, although its capacity to do so appears limited.
UniCredit is expected to overhaul Commerzbank’s supervisory board by replacing all 10 shareholder-appointed members out of the 20-member panel, granting a majority influence to the Milan-based group. Andrea Orcel, UniCredit's chief executive, is also reportedly preparing to remove Commerzbank CEO Bettina Orplop. Additionally, UniCredit has resisted the German government’s request to retain its two seats on the supervisory board.
The takeover plan involves a significant restructuring of Commerzbank’s operations, including scaling back parts of its international network and shedding roughly €20 billion in corporate lending outside of its core German and Polish markets. These adjustments would focus the bank more closely on the Mittelstand, Germany’s segment of small and medium-sized enterprises, while also aiming to reduce costs.
Berlin, which holds an approximate 13 percent stake in Commerzbank, had previously opposed the acquisition but has recently moderated its stance. After initial resistance, German authorities now appear willing to support a deal under certain conditions. These include commitments that Commerzbank will maintain its Frankfurt headquarters and listing, as well as safeguards for the interests of its 40,000 employees.
The transaction, valued around €45 billion, highlights UniCredit’s ability to overcome entrenched political obstacles to cross-border consolidation in the European banking sector. In July, UniCredit raised its stake in Commerzbank to 47.6 percent through a bid that offered only a modest premium. While this falls short of a majority, analysts suggest UniCredit can exert effective control with this level of ownership.
UniCredit’s initial stake disclosure in September 2024 triggered resistance from the German government and a prolonged standoff with Commerzbank management. Earlier this month, Orcel held a face-to-face meeting with German Finance Minister Lars Klingbeil, described by the Milan-based lender as constructive, during which Klingbeil reiterated the government’s demands.
Union sources estimate UniCredit’s plan could lead to job cuts of approximately 7,000 at Commerzbank, although Orcel has contested pessimistic union claims suggesting as many as 15,000 positions might be eliminated.
UniCredit is awaiting final approvals from the European Central Bank, the European Commission, and Poland’s financial regulator before it can finalize its control over Commerzbank. Both UniCredit and Commerzbank declined to comment on the takeover plans.