Germany’s federal authorities have refused UniCredit’s proposal to swap shares for a stake in Commerzbank, reaffirming opposition to any deal between the two banks.

The decision was taken by the interministerial steering committee of the Financial Market Stabilisation Fund, the body that handles key decisions related to the fund.

According to the government, the proposal could not be accepted on financial grounds because it failed to offer a sufficient premium to Commerzbank’s prevailing share price.

Officials also reiterated support for Commerzbank remaining a standalone institution and criticised UniCredit’s approach.

They said Commerzbank remains significant for funding businesses in Germany, particularly the country’s mid-sized corporate sector.

The bank was also described as an important employer and a key part of Frankfurt’s financial sector.

Germany owns 12% of Commerzbank, a holding dating back to the 2008 financial crisis, and has consistently resisted UniCredit’s efforts to pursue a combination.

UniCredit may still be able to secure control of Commerzbank, but the state’s shareholding gives the government representation on the bank’s supervisory board, which is responsible for appointing executives and monitoring direction.

The government’s move comes after prosecutors received a criminal complaint from Commerzbank’s workers’ council recently.

The employee body had told staff it intended to lodge the complaint against unnamed individuals amid concerns over UniCredit’s purchase of Commerzbank shares at a price below market value.

Officials also reiterated support for Commerzbank remaining a standalone institution and criticised UniCredit’s approach.

UniCredit told Reuters that it was aware of the issue and that the prosecutors’ reaction was "in line with protocol when such complaints are filed".

Earlier this month, Commerzbank also raised doubts over whether the increasing number of shares submitted into UniCredit’s offer reflects wider support from investors.

The lender pointed to shareholder data which, it said, showed “not a single institutional investor identified as having tendered shares into the offer”.

It added that it was “reasonable assumption that the tendered shares stem almost exclusively from banks and parties connected to UniCredit”.

In a statement published on 15 June 2026, the Italian lender said: “All disclosures made by UniCredit have been fully compliant with the requirements of the German Securities Trading Act and the German Takeover Act and have been conducted in continuous, transparent dialogue with BaFin.”

The offer has been open since early May and is due to run until 16 June, although takeover rules could lead to an extension.

"Germany rejects UniCredit’s share exchange offer for Commerzbank " was originally created and published by Retail Banker International, a GlobalData owned brand.

 

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