Commerzbank supervisory board chairman Jens Weidmann has called for Germany to review its takeover rules, noting that UniCredit was able to secure effective control of the German lender without paying shareholders an adequate control premium.
Weidmann told Sueddeutsche Zeitung that UniCredit’s approach raised questions because the Italian bank was able to build a majority position even though relatively few shareholders accepted its offer and the terms were not financially attractive.
“UniCredit was thus able to achieve a majority with a financially unattractive offer without paying an appropriate control premium,” Weidmann said. “That raises questions about takeover law in Germany, which lawmakers may want to examine.”
Of the roughly 73% of Commerzbank shares that were eligible to be tendered to UniCredit, fewer than 18% were actually tendered, according to Weidmann. Institutional and retail investors accounted for less than three percentage points of the shares tendered, while the remainder came from banks linked to UniCredit, he said.
The figures highlight the unusual route through which UniCredit has expanded its influence at Commerzbank. Rather than relying primarily on broad shareholder acceptance of a conventional takeover offer, the Italian bank has gradually accumulated a large stake in the German lender.
UniCredit’s stake reached about 48% in July, a level that gives it sufficient voting power to determine shareholder resolutions even though it has not acquired 50% or more of Commerzbank’s shares. The offer period has ended, but the transaction is not yet fully settled because regulatory approvals are still required before UniCredit can take possession of the shares tendered through the offer.
The dispute places Germany’s takeover framework under renewed scrutiny because the case raises a broader question about how an investor can obtain effective corporate control without making a traditional offer that attracts a large proportion of minority shareholders.
A conventional takeover normally involves a control premium, with the acquiring company offering shareholders a price above the prevailing market value in exchange for surrendering control. Weidmann’s criticism centers on whether Germany’s rules adequately protect shareholders when control can instead be accumulated through market purchases and other transactions.
The issue is considered sensitive because Commerzbank is one of Germany’s major commercial banks and has long been viewed as strategically important to the country’s financial system and corporate sector. The German government also remains a significant shareholder. Its stake originated from the state rescue of Commerzbank during the global financial crisis, when Berlin provided support to the bank.
Weidmann said the government should ultimately dispose of that holding because it was acquired as part of a temporary rescue measure. He argued, however, that the current situation justifies keeping the stake for the time being.
“The stake was part of a rescue measure, so the federal government should eventually withdraw,” Weidmann said. “But in the current phase, it makes sense for the government to remain a shareholder in order to actively represent the interests of Germany as a business location.”
The comments underline the political dimension of UniCredit’s expansion. The proposed combination has raised concerns in Germany about the future ownership and strategic direction of a major domestic bank, particularly given UniCredit’s status as an Italian lender.
For Commerzbank, UniCredit’s 48% position significantly changes the balance of power. Even without outright majority ownership, the stake gives UniCredit substantial influence over shareholder decisions and makes the Italian lender a dominant force in determining Commerzbank’s future.
Weidmann’s intervention also suggests that the dispute could outlast the immediate takeover process. A review of German takeover rules could focus on whether existing thresholds and procedures give shareholders sufficient protection when a bidder accumulates a controlling position without securing broad participation in a formal offer.
The case could therefore become a reference point in Germany’s debate over how to balance the rights of shareholders, the interests of potential acquirers and the importance of large domestic companies.






