Commerzbank formally rejected UniCredit's takeover offer on Monday, reinforcing its opposition to the Italian lender's months-long attempt to acquire the German bank.
UniCredit has become Commerzbank's largest shareholder and earlier this month made an unsolicited offer to buy its shares in a deal that values the bank at nearly 39 billion euros ($45.37 billion), below its market price.
Commerzbank's supervisory and management boards "recommend that shareholders not accept UniCredit's exchange offer," the bank said in a summary of a 137-page analysis of the deal.
It said that the offer "does not reflect the fundamental value of Commerzbank" and that it was "vague and entails considerable risks".
Commerzbank executives – along with Germany's government and bank employees – have long criticized the tie-up attempt as hostile, recently calling UniCredit's offer "vague and coercive" with "quasi-nil premium." But until Monday, management had held out on giving a final opinion and recommendation to shareholders.
"UniCredit's takeover offer does not offer an adequate premium to our shareholders. What is described as a combination is in fact a restructuring proposal that would massively impact our proven and profitable business model," said Commerzbank CEO Bettina Orlopp.
The opposition is likely to further drag out the battle for control of one of Germany's top banks that started in 2024 when UniCredit began amassing its stake in a competitor that has grown close to 30%.
It sets the stage for a tense event on Wednesday when Commerzbank convenes its annual shareholder meeting.
In a brief statement on Monday, UniCredit said it fundamentally disagreed with many of Commerzbank's statements, calling them "unfounded or unsupported" and that it would respond with more detail "in due course."
UniCredit's CEO Andrea Orcel has argued that Commerzbank has not been living up to its potential and that Europe would benefit from bigger banks in a world of chaotic geopolitics.
Commerzbank's "current trajectory will put at risk its survival in the medium term," Orcel said last month.
Commerzbank said in its analysis that a takeover by UniCredit could result in up to 11,000 full-time job cuts. It also warned that investors who accepted the offer exposed themselves to UniCredit's business risks in Russia and its large Italian government bond holdings.
