ECB approval lets UniCredit take the Commerzbank shares tendered in July

UniCredit, Italy's second-largest bank, said on Thursday, Oct. 15, 2026, that the European Central Bank (ECB) has authorized it to take its stake in Germany's Commerzbank above 30% and to raise that stake further, with no cap. The permission was required before UniCredit could take delivery of Commerzbank shares that shareholders tendered in July.

A day earlier, Commerzbank chief executive Bettina Orlopp said she expected that approval in the next days or weeks.

Those shares are still not in its hands. UniCredit said on July 8 that shareholders had tendered 17.60% of Commerzbank, on top of a 26.77% stake it already held. It also holds total return swaps, disclosed on June 11, covering another 3.22%, which it says give it the right to demand the shares. Counting the shares not yet delivered, the bank put the total at 47.59% of the share capital, and said that equals 49.65% of the votes, because Commerzbank's own treasury shares cannot be voted.

"The remaining regulatory processes and conditions to complete the offer for Commerzbank are expected around year end, at which time UniCredit will have approximately 50% of Commerzbank's voting rights and be able to take control of the bank," UniCredit said. The statement was published at 7:40 p.m. in Milan, after the exchanges had closed.

UniCredit announced this exchange offer on March 16, 2026, and published it on May 5. Shareholders could tender through July 3.

The offer pays 0.485 new UniCredit shares for each tendered Commerzbank share. At Thursday's close of €75.14, before the statement, that exchange was worth €36.44 a share, €1.26 below Commerzbank's own close of €37.70. Reuters described the bid as a €45 billion offer, and as what would be Europe's biggest cross-border banking deal since the global financial crisis.

The European Commission's preliminary review, notified on Oct. 9, 2026, has a provisional deadline of Nov. 16, 2026, and no decision has been posted. The offer document published in May still lets the regulatory conditions run until June 19, 2027, later than the year-end timing UniCredit gave on Thursday.

The German government still owns 13.3% of Commerzbank, and the 2009 rescue gave it the right to appoint two board members. Andrea Orcel, UniCredit's chief executive, has held talks with government representatives who want the bank to keep its Frankfurt headquarters, protect jobs and keep lending to German businesses.

Once the shares are delivered, Orcel has threatened to call a shareholder vote and install a new supervisory board and new management, without waiting for the 2027 annual meeting. He has told Commerzbank to adopt his plan to lift profits from January 2027, and has put a full merger off until 2029 or 2030.