Commerzbank (CBK) investor relations material

Sequence of events and engagement

• UniCredit gradually increased its stake in Commerzbank from 9% to 28% via derivatives and physical shares between September 2024 and August 2025, followed by an unsolicited takeover offer in March 2026.

• Multiple meetings occurred between the two banks' leadership, but Commerzbank claims its requests for a concrete business combination plan were ignored.

• UniCredit publicly criticized Commerzbank's business model and performance, escalating tensions.

Assessment of UniCredit's offer and claims

• UniCredit's offer is described as vague, with significant execution risks and no clear premium for Commerzbank shareholders.

• Commerzbank disputes UniCredit's negative claims, highlighting its successful transformation, robust risk profile, and significant technology investments.

• The bank emphasizes its strong position with German Mittelstand clients and a streamlined, revenue-focused international network.

• UniCredit's synergy and cost-saving assumptions are considered unrealistic, with underestimated revenue loss and required investments.

Shareholder value and market reaction

• Commerzbank's share price has consistently traded above UniCredit's implied offer price, indicating market skepticism about the offer's value.

• The offer is seen as providing no premium for control, with historical comparisons showing successful deals typically offer higher premiums.

• Equity analysts and consensus estimates suggest Commerzbank's fair value is significantly higher than the offer price, with target prices north of €40.