Shares tendered during the offer period correspond to 47.6% of Commerzbank's equity.

UniCredit disclosed on Wednesday that its takeover offer secured 17.6% of Commerzbank's shares.

The Italian bank UniCredit (UCG) initiated a takeover bid valuing the entire Commerzbank (CBK) at approximately €42 billion (equivalent to $47.8 billion). Following this move, its stake in the German bank is now approaching 50%.

The bank announced on Wednesday that the offer period concluded with acceptances for a 17.6% stake. Combined with its existing direct holdings and another small stake where it holds economic rights, UniCredit now controls a total of 47.6% of Commerzbank.

As Commerzbank's largest shareholder, UniCredit proposed an all-stock acquisition in March of this year, initially valuing the target bank around €35 billion. Based on UniCredit's share price on Wednesday, the current valuation is approximately €41.9 billion. If the acquisition proceeds, it would mark the largest banking merger in Europe since the 2008-2009 financial crisis.

UniCredit stated, "The conclusion of the offer period is another key step in implementing the bank's strategic investment in Commerzbank."

Commerzbank issued a statement saying it remains willing to engage in constructive dialogue with UniCredit. The bank revealed that the proportion of shares tendered by institutional and retail investors was very low, at less than 2%.

Commerzbank stated bluntly, "The low acceptance rate among independent shareholders is clear evidence of the insufficient attractiveness of this offer."

For UniCredit to gain control of Commerzbank, it must obtain approval from the European Central Bank, which regulates financial institutions in the eurozone.

UniCredit, Italy's second-largest bank by assets, began its long-term strategy towards Commerzbank in 2024, announcing the purchase of a 9% stake in the German peer that year. It has continued to increase its holdings since and formally launched the acquisition proposal in March. UniCredit's CEO, Andrea Orcel, stated at the time that the move was intended to pressure Commerzbank's management into negotiations and that he did not expect a large number of shareholders to accept the offer.

A merger of the two banks would create the largest European banking deal since 2007. That year, a consortium including Royal Bank of Scotland and Spain's Santander spent $101 billion to acquire ABN Amro, a deal that ultimately ended poorly.

Merger activity in the European banking sector has notably heated up recently: Spain's BBVA launched a hostile takeover bid for rival Bank Sabadell in 2024, which ultimately failed. Last month, a takeover battle erupted in Italy, with UniCredit's rival Intesa Sanpaolo and Banca Popolare di Milano vying for control of Monte dei Paschi di Siena. UniCredit itself had previously considered acquiring Banca Popolare di Milano last year but abandoned the plan due to opposition from the target bank and restrictive clauses introduced by the Italian government.

Commerzbank's management has consistently publicly opposed UniCredit's takeover, with the core argument being that the offered price is too low.

The German government, Commerzbank's second-largest shareholder, has also clearly stated its opposition. During the 2008 financial crisis, the government acquired a 25% stake to rescue the bank. Its holding was later reduced to below 13%, but plans for a complete exit have been put on hold due to UniCredit's continued share purchases.

The German Finance Ministry, responsible for managing this state holding, has expressed support for Commerzbank's independence, emphasizing the bank's important role for the German real economy.