Commerzbank rallies shareholders in fight for independence from UniCredit
At its annual meeting this week, the German lender’s long-suffering shareholders finally had something to cheer
Under siege from UniCredit’s hostile takeover attempt, Commerzbank this week sought to rally shareholders behind its independence at what could become the 156-year-old lender’s final annual meeting as a standalone institution.
In a Wiesbaden conference hall, hundreds of retail investors, employees in bright yellow T-shirts and fund managers gathered on Wednesday not just to celebrate a resurgent share price, but also to defend a lender that for years symbolised the frustrations of German banking.
The mood was defiant. Commerzbank shares are trading at a 15-year high after rising about 40 per cent over the past year, outperforming the Stoxx Europe 600 Banks index and marking a reversal for a stock long associated with chronic underperformance. About 1,000 shareholders attended the meeting — up from 740 last year — representing roughly 42 per cent of the bank’s capital.
Chief executive Bettina Orlopp received loud applause as she presented a strategy promising to return roughly half of Commerzbank’s current market capitalisation to shareholders by 2030.
Yet, the celebrations unfolded under the shadow of UniCredit, now the German lender’s biggest shareholder by far, with a stake that could command a majority at a typical AGM. With a €39bn hostile tender offer out in the market, UniCredit skipped the meeting.
“There is still an elephant in the room,” Andreas Thomae, of Deka Investment, said of Commerzbank’s largest shareholder, comparing the Italian bank’s takeover approach to “an elephant in a china shop”.
Founded in Hamburg in 1870 to finance German foreign trade, Commerzbank grew into one of Germany’s biggest banks. But its takeover of Dresdner Bank during the 2008 financial crisis became a defining trauma, saddling the bank with billions in toxic investment banking assets and forcing Berlin into an €18.2bn bailout. The German government remains Commerzbank’s second-largest shareholder with a 12 per cent stake.
Years of restructurings, capital raisings and weak profitability turned Commerzbank into one of Europe’s least-loved banking stocks. Now, suddenly, the bank has become valuable again.
“We know that a high share price helps in the portfolio, but it also helps us remain independent,” said Markus Freyaldenhoven, an employee representative from Düsseldorf wearing a sweatshirt bearing the slogan “We own yellow” — the bank’s corporate colour. Freyaldenhoven proudly checked his portfolio on his phone: up 44 per cent on shares he bought himself and 12 per cent on stock received through an employee participation programme.
Employees-turned-shareholders in yellow hats and T-shirts sat in the shape of a heart in front of the stage, cheering for Orlopp — despite collectively owning less than 1 per cent of Commerzbank’s shares and management recently announcing another round of 3,000 job cuts.
Retail investors, many of whom had endured years of losses, also rallied behind management. “This is the decisive AGM for Commerzbank’s independence,” said 77-year-old shareholder Rainer Grobe, who called the government’s sale of shares to UniCredit in September 2024 which kicked off the Italian bank’s stake building “a blunder”.
Others were more resigned. Bettina Petzold from Wiesbaden, who bought shares shortly before UniCredit disclosed its stake, said: “Commerzbank doesn’t stand a chance — it’s going to be swallowed up.”
UniCredit has offered 0.485 UniCredit shares for each Commerzbank share, valuing the target at about €38.6bn on the day of the meeting — below Commerzbank’s own market capitalisation of roughly €40.9bn.
Chair Jens Weidmann urged investors not to tender shares into UniCredit’s exchange offer, while Orlopp warned a takeover could lead to “deep cuts, massive job losses and a retreat from entire business areas”.
UniCredit’s offer attracted only 0.02 per cent of Commerzbank shares ahead of the meeting. But investor representatives cautioned resistance alone would not be enough.
This period is widely regarded as the phoney war, before the Italian bank launches a takeover attempt in earnest. Hendrik Schmidt, of asset manager DWS, warned that hoping for a “white knight” investor to counter UniCredit was unrealistic. “For us, one thing is clear: UniCredit will not let up. It has the necessary financial resources and the time,” he said.
Klaus Nieding, of shareholder association DSW, said that “with crossing the 30 per cent threshold, the gate to a takeover is now wide open”. He urged UniCredit chief executive Andrea Orcel to abandon “tactics of creeping up and misinformation” and instead pursue talks about a possible “merger of equals”. UniCredit’s market capitalisation is €108bn.
Orlopp and Orcel held talks earlier this year after UniCredit unveiled its bid but failed to reach an agreement. Not all investors reject the idea of a deal outright. “I would be satisfied with €70,” one small shareholder quipped, roughly double Commerzbank’s current share price.