UniCredit, an Italian bank, has raised its ownership stake in Commerzbank, Germany's second-largest bank, to 42.5% after an initial offer period for its €40 billion share purchase closed. Only one in nine eligible shareholders chose to sell, but that was enough to push UniCredit's holding from 37.7% to the new target, according to The Wall Street Journal (published 19 June 2026). UniCredit is now by far the biggest single owner of Commerzbank — yet the deal remains officially blocked.

Two major players have said no. Commerzbank's own management team rejected the offer in May. Then on 16 June, the German government formally opposed it — a notable move because the German state still owns a small stake in Commerzbank left over from a 2008 bank bailout. Under European takeover rules, a company's board can object to a bid, but that objection does not automatically kill the deal. Shareholders can still choose to sell, and some have.

Why did so few shareholders accept? That number — just 10.9% — is telling. It shows UniCredit will not be able to force a full purchase of the remaining shares anytime soon. But 42.5% ownership is still powerful. It is below the 50% level that would normally trigger automatic rules forcing a full takeover bid, but it gives UniCredit blocking power. That means UniCredit can block major shareholder votes at Commerzbank's annual meetings and can influence how the bank spends money, without actually running the company.

Why does UniCredit want Commerzbank? The Italian bank's chief executive, Andrea Orcel, has been clear since 2024: combining the two would create a major eurozone banking powerhouse. The combined bank would save money by eliminating duplicate back-office jobs and merging technology systems. UniCredit also gains access to Germany's corporate lending business, and Commerzbank gets UniCredit's strength in lending to Italian small businesses. Orcel has said the deal makes financial sense for UniCredit even if it never achieves full control.

Why has Germany said no? German policymakers worry about a few things. First, concentrating a major German bank under foreign ownership could increase financial risk to the broader system if something goes wrong. Second, bank mergers often mean branch closures and job losses in Germany. The German government made its opposition official on 16 June. However, European Union rules limit how much a member state can block cross-border deals purely for protecting jobs or keeping banks domestic — a tension regulators have been dealing with since at least 2007.

What happens next is less clear than a normal takeover. UniCredit is following what experts call a 'creeping acquisition' strategy: buying shares slowly, building a big enough stake to make a full merger seem inevitable or at least unavoidable financially, while staying below the legal lines that would force it to bid for every share immediately. Holding 42.5% keeps UniCredit below 50% — the threshold that would trigger mandatory full-bid rules under German law — and preserves its options.

One more hurdle stands in the way: the European Central Bank. The ECB must approve any purchase that raises a bank's stake in another bank above certain checkpoints: 10%, 20%, 33%, or 50%. Each checkpoint requires the ECB to review whether the buyer has enough capital and is fit to own that much of another bank. UniCredit has already cleared lower hurdles, but the bigger question is whether the ECB will keep approving as UniCredit's stake edges closer to 50%.

For shareholders who held their Commerzbank shares, the situation is uncomfortable. They now face a company where the single biggest owner (42.5%) wants a full merger, the board does not, and the government opposes it. This deadlock is unlikely to resolve quickly. Instead, expect a long standoff where UniCredit's holding becomes increasingly costly to maintain and Commerzbank struggles to make long-term plans without knowing what its largest shareholder will do next.