The German federal government is currently considering changes to its takeover rules following the recent acquisition attempt by the major Italian bank, Unicredit, targeting Commerzbank. A spokeswoman for the Federal Ministry of Finance (BMF) confirmed to the Handelsblatt that the ministry is in the process of examining whether adjustments to existing German takeover legislation are necessary, noting that the review is not yet complete.
Unicredit gradually built up a stake of nearly 30 percent in Commerzbank prior to May 2026 before submitting a voluntary takeover offer. This offer did not include a significant premium over the Frankfurter institution’s share price. Once the acquisition, expected to be completed by the end of the year, is finalized, Unicredit will cross the 30 percent threshold. The Italian financial group can then proceed to purchase further shares flexibly and gain control of Commerzbank. This method of gradual takeover mirrors recent transactions, including the British conglomerate Fraser’s acquisition of Hugo Boss and the Italian media company MediaForEurope’s purchase of ProSiebenSat.1.
Experts and stakeholders have voiced strong criticism over this strategy of taking control incrementally via what have been termed “low ball offers.” Jens Weidmann, Chairman of Commerzbank’s Supervisory Board, complained in August that Unicredit achieved a majority position with a financially unappealing offer, failing to pay an adequate control premium. This situation raises questions about current German takeover law, prompting the suggestion that the legislature might need to review these regulations. It was also noted that other nations, such as the United States and Great Britain, maintain more restrictive regulatory environments.
