German lender Commerzbank has released a “reasoned statement” urging public shareholders to reject the ongoing takeover bid by UniCredit.

The Italian bank’s bid began in March, when it announced its intention to increase its Commerzbank holding over 30 per cent, the threshold at which it must offer a buyout. Following Commerzbank’s initial rejection of the deal in April, UniCredit stepped up its push for control, with its chief executive Andrea Orcel laying out a plan for the “transformation” of the bank under its leadership.

In response, Commerzbank’s head, Bettina Orlopp, announced an aggressive restructuring earlier in May, with plans to cut more than 3,000 jobs by the end of the 2020s. This plan still falls short of the 7,000 cuts planned under UniCredit, which would total more than 15 per cent of its workforce.

The ongoing takeover attempts by a fellow EU bank have proved contentious in Germany, with Chancellor Friedrich Merz making a thinly-veiled reference to the deal in a speech attacking the “aggressive” methods used by certain banks.

UniCredit is currently pursuing shareholders in the open market, but Orcel has said that if his strategy is unable to persuade enough people to buy a controlling stake, it will put the bid on pause for the time being.

Now, Commerzbank’s board of directors and supervisory board have issued a joint reasoned statement on the voluntary public takeover offer from UniCredit. The statement argues that the proposal does not offer Commerzbank shareholders an adequate premium, and that the Italian bank has not presented a “coherent and credible strategic plan for a combination”.

The implied offer value would see shares bought for €34.56 each, Commerzbank says, which not only falls short of the €41.50 median target price for the shares but also the bank’s most recent close, which was above €36.

The bank’s statement describes the takeover attempt as an “opportunistic attempt to acquire control”, which fails to provide immediate value to shareholders. At the same time, the statement notes that UniCredit itself describes its synergy savings assumptions as “speculative” and argues that its “ongoing uncoordinated conduct and its repeatedly misleading communications” have undermined the foundations of trust required to execute such a plan.

Instead, it asks shareholders to believe in its Momentum 2030 plan, which intends to expand the bank’s revenues to €16.8 billion by 2030, grow net profit to €5.9 billion and tempt shareholders with a record dividend of €1.1 per share for financial year 2025.

UniCredit did not immediately respond to a request for comment.

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