UniCredit SpA on Monday launched a forceful challenge to Commerzbank AG’s standalone strategy, labeling the German lender "overvalued" and "not future-ready" in a detailed presentation that signals a marked escalation of UniCredit’s contested takeover bid.
Market moves reflected the tension. At 04:38 ET (08:38 GMT), UniCredit shares fell 2.3% in Milan to 64;68.51 while Commerzbank rose 0.9% to 64;36.37 in Frankfurt.
The presentation singled out Commerzbank’s existing "Momentum" plan, arguing it "promises more of the same, with downside risk." UniCredit said the German bank's valuation has re-rated by more than 20 percentage points against the sector since UniCredit first disclosed its stake in September 2024, a move UniCredit described as "not supported by operating performance."
UniCredit also said Commerzbank’s 2025 results concealed a roughly 64;200 million cost shortfall relative to Momentum targets. That miss was, UniCredit argued, offset by what it described as a 64;500 million net interest income beat, which UniCredit attributes largely to a replicating portfolio and to loan growth concentrated outside Germany. The presentation noted international loan growth of 24% outside Germany and Poland versus just 1% within Germany.
As an alternative, UniCredit set out a "Commerzbank Unlocked" plan. Under that proposal UniCredit projected a return on tangible equity above 19% by 2028 compared with a Momentum consensus of 15%. The plan also targets a cost-to-income ratio of about 40% versus 47% under Momentum and net profit of roughly 64;5.1 billion versus 64;4.5 billion.
UniCredit said executing "Commerzbank Unlocked" would require investments of 64;1.7 billion plus 64;500 million in additional upfront loan loss provisions.
Beyond the standalone alternative, UniCredit outlined the effects of a full combination with HypoVereinsbank, UniCredit’s existing German subsidiary. That combined approach, UniCredit projected, would aim for group net profit of about 64;21 billion and a cost-to-income ratio near 30% by 2030, and would require total investments of around 64;3.4 billion.
UniCredit directly addressed concerns Commerzbank has raised publicly. On employment, the Italian bank said 60% of proposed cost savings would come from non-HR and non-core activities within the international network, and that the envisaged German headcount reduction over five years would be "under half" the 15,000 figure cited on Commerzbank’s own website by a supervisory board member.
On governance, UniCredit pledged Germany would become "the #1 country in the Group" by 2030 in terms of net profit, and that roughly 95% of decisions would be taken locally - an approach UniCredit said Commerzbank "declined to explore."
UniCredit also said Commerzbank had refused to engage in detailed discussions, adding that the German bank "has no basis to opine on relative value creation given their refusal to engage in detailed discussions."
UniCredit noted the offer document has not yet been published and emphasized that any decision by shareholders to tender Commerzbank shares must be based solely on the formal offer document once it is released.
Contextual note: The presentation and the figures above are those published by UniCredit in its escalation of the bid. The company has set out projected outcomes and estimated investment requirements as part of its proposed plan; the formal offer document remains pending.