FRANKFURT - Commerzbank AG's Board of Managing Directors and Supervisory Board today recommended that shareholders reject UniCredit S.p.A.'s voluntary public takeover offer, stating it provides no adequate premium and does not reflect the bank's fundamental value.
The boards published a joint reasoned statement under the German Securities Acquisition and Takeover Act, concluding that Commerzbank creates greater value through its standalone 'Momentum 2030' strategy than the proposed combination.
The implied offer value of €34.56 fell below Commerzbank's closing share price of €36.48 on Thursday. Independent analysts place the median target price at approximately €41.50.
'UniCredit's takeover offer does not offer an adequate premium to our shareholders,' said CEO Bettina Orlopp.
The boards stated that UniCredit's plan involves considerable risks and inaccurately assesses revenue losses, cost savings, restructuring costs, and implementation timeline. Synergy assumptions were characterized as 'speculative.'
Under 'Momentum 2030,' Commerzbank plans to increase revenues to €16.8 billion by 2030, grow net profit to €5.9 billion, and achieve a net return on tangible equity of 21%. The bank intends to return about half its market cap to shareholders through dividends and buybacks by 2030.
Commerzbank proposed a dividend of €1.10 per share for 2025.
