UniCredit announced on Monday morning the upcoming launch of a voluntary share exchange offer for Commerzbank. The initiative aims to cross the 30% threshold set by German regulations and to facilitate a "constructive" dialogue with Commerzbank and its stakeholders in the coming weeks. The Italian bank asserts that it is not seeking a takeover through this mechanism.

UniCredit currently holds approximately 26% of Commerzbank's capital, plus nearly 4% via total return swaps. The exchange ratio will be set by the German authority BaFin based on the three-month VWAP (volume-weighted average price) of both stocks. According to the group's estimates, it should be established at 0.485 UniCredit shares for one Commerzbank share, valuing the latter at €30.8 per share, representing a premium of approximately 4% compared to the closing price on March 13, 2026.

The offer would be launched in early May

The offer is expected to be officially launched in early May for a period of four weeks. An extraordinary general meeting will be convened the same month to authorize the necessary capital increase. Subject to regulatory approvals, settlement is expected in the first half of 2027. UniCredit emphasizes that the operation will affect neither its dividend policy nor its €4.75bn share buyback program planned for 2025, and estimates that the impact on its capital will remain negligible in the absence of a takeover.

This exchange offer revives the long-standing issue of cross-border banking mergers in Europe. All EU countries generally agree that this is a good thing, but none wish for one of their banks to play the role of the acquired entity. Needless to say, this complicates sectoral consolidation. UniCredit's presence in Commerzbank's capital has already led to clashes between Italy and Germany. This exchange offer will undoubtedly reignite the debate.