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ECB clears UniCredit to take its Commerzbank stake above 30%, opening the way to control

The European Central Bank has authorized Italy's UniCredit to raise its stake in Germany's Commerzbank above 30% with no upper limit, UniCredit said on October 15, 2026. UniCredit expects to hold about half of Commerzbank's voting rights and to be able to take control once the remaining steps of its offer are completed around year-end.

Analysis

The approval removes the main supervisory hurdle in UniCredit's two-year pursuit of Commerzbank, one of Germany's largest lenders. It does not end the dispute: Commerzbank's management has argued for staying independent, and the German government, which still owns about 12% of the bank, has pressed UniCredit for assurances about the bank's role in financing German companies. The deal is widely seen as a test of whether cross-border bank mergers can advance in Europe, where policymakers have called for consolidation but national governments often resist foreign takeovers.

What the ECB approved

UniCredit said on the evening of October 15 that the European Central Bank had authorized it to cross the 30% threshold in Commerzbank's share capital and to increase its holding with no upper limit. The bank called the decision an important milestone in its acquisition of Commerzbank [1].

UniCredit said that once the remaining regulatory processes and conditions of its offer are completed, which it expects around year-end, it will hold about 50% of Commerzbank's voting rights and expects to be able to take control of the bank [1][2].

How UniCredit got here

UniCredit first bought into Commerzbank in September 2024 [2]. Its public takeover offer closed in July 2026 with 17.6% of Commerzbank's shares tendered by July 3. Commerzbank said less than 2% came from institutional and retail investors and that most of the tendered shares came from banks and parties connected to UniCredit [3].

The transfer of the tendered shares and their voting rights still needs regulatory approval. Commerzbank has said that once it is completed, UniCredit will have access to just under 50% of the voting rights [3][4].

Commerzbank and Berlin

Commerzbank has said the offer drew little interest from independent shareholders and that it remains open to constructive dialogue, while arguing that meaningful synergies are realistic only through a consensual solution involving its management, employees and the German federal government, its second-largest shareholder [3][4].

The German government still owns about 12% of Commerzbank. Finance Minister Lars Klingbeil met UniCredit chief executive Andrea Orcel in September to seek guarantees about the bank's future and said it was of paramount importance that Commerzbank continue to fulfil its role in financing the German economy [2]. Commerzbank is valued at about 35 billion euros [2].

What remains uncertain

UniCredit has not said which approvals and offer conditions remain or exactly when they will be met. How it would use control, and whether it reaches terms with Commerzbank's management and the German government, is not yet known.

Sources

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