The battle between UniCredit and Commerzbank is entering a decisive phase. After almost two years of confrontation, the German wall appears to be showing its first cracks: according to Bloomberg, some senior figures in the Berlin government are ready to discuss the sale to UniCredit of the 12.7% stake still held by the German state, provided an agreement is reached on the strategy and future of the Frankfurt-based bank. It is not yet an official government decision, but the signal is significant.
If the deal goes through, UniCredit’s stake would rise from the current roughly 47.6% to over 60% of Commerzbank. For Andrea Orcel it would be a step change: no longer just the largest shareholder in a German bank it has tried to win over in the face of fierce resistance, but the clearly dominant shareholder in one of the country’s leading institutions.
Why that 12.7% matters so much
At first glance it might look like a purely accounting issue. It is not.
UniCredit has already reached a position close to majority control: after the share-exchange offer (Ops) completed in July, the Italian group reached 47.59% of Commerzbank, a stake equivalent to 49.65% of voting rights once the German bank’s own shares are taken into account.
But crossing the 50% threshold, and especially moving beyond 60%, makes control far more robust.
It means being able to go into future shareholder meetings with a larger cushion, reducing dependence on other investors. And it means having a completely different bargaining position vis-à-vis the supervisory board, management and employee representatives.
It is no coincidence that, even with its current stake, UniCredit is already seeking to reshape Commerzbank’s governance. The real goal is to be able to exert decisive influence over the bank’s strategic direction.
The German state’s stake is therefore the last major piece that could turn a shareholding victory into full, more stable control.
What UniCredit stands to gain
The first advantage is scale.
European banks today must shoulder ever more expensive investments in technology, cyber security, artificial intelligence, digital payments and data management. A larger bank can spread these costs across a bigger customer and revenue base.
For UniCredit, Commerzbank also means further strengthening its presence in Germany, a market where the group has long been active through HVB, HypoVereinsbank.
But there is another key element: synergies.
UniCredit argues it can cut costs and improve Commerzbank’s efficiency. According to Reuters, Orcel’s plan aims to reduce the German bank’s cost base by around 1.3 billion euros, while initially keeping Commerzbank separate from UniCredit’s German subsidiary.
It is the same recipe that has helped transform UniCredit in recent years: fewer management layers, elimination of duplicate structures, more focus on activities that generate revenues.
The logic is straightforward: if two banks do certain things separately but can share them or make them more efficient, the larger group can save money.
There is also a broader strategic upside. UniCredit could build a truly European group, with a strong presence in Italy, Germany and its other core markets at the same time. This is precisely the direction the European Central Bank has been advocating for years: bigger, more diversified banks that operate across national borders.
The price to pay: Commerzbank is not an Italian bank with a Frankfurt address
And this is where the difficulties start.
UniCredit can bring its own organisational model to Commerzbank, but it cannot simply wipe out the German one.
Commerzbank has a history, a network of relationships with companies and, above all, an important role in financing German small and medium-sized enterprises. Its model is more rooted in client relationships, whereas UniCredit has developed a more standardised, efficiency-driven organisation.
This is exactly where a possible “cultural clash” looms: Orcel’s model has delivered a strong improvement in UniCredit’s profitability, but transplanting it to Commerzbank could prove far more complex.
Even the ECB, while in principle inclined not to oppose the transaction, has warned that integration will be complex and potentially lengthy, with cultural differences and tensions arising from the hostile nature of the takeover. A final decision on the authorisation is expected between September and October.
For UniCredit, therefore, the challenge will not just be buying Commerzbank. It will be proving it can run it.
Why Germany resisted for so long
The central question is: if the deal can strengthen a European bank, why has Berlin opposed it?
The answer is above all political and economic.
Commerzbank is not seen in Germany as just another bank. It is one of the country’s most important institutions, headquartered in Frankfurt, with a large retail network and a pivotal role in corporate lending.
The German government has repeatedly said it wants to protect jobs, German small and medium-sized enterprises and Frankfurt as a financial centre. When UniCredit closed its exchange offer in July, Berlin still branded the Italian group’s aggressive, hostile approach as “unacceptable”.
There is also the fear that a bank controlled from Italy could take strategic decisions in Milan rather than Frankfurt.
This is the old problem of national champions: in theory the European market is single, in practice states still treat large banks as part of their own economic infrastructure.
The issue is particularly sensitive for Germany because Commerzbank is closely tied to financing the Mittelstand, the vast network of small and medium-sized companies that is a core pillar of the German economy.
Hence Berlin’s demand for guarantees on future strategy.
Germany’s stance, however, is shifting
And this is the most interesting aspect of the current phase.
In June Berlin had made it clear it did not want to sell its 12.7% stake to UniCredit.
Now, according to Bloomberg, some government figures are instead prepared to discuss a sale, provided a shared strategy between UniCredit and Commerzbank is agreed first. Berlin’s official position, however, has not been formally revised.
In the meantime Commerzbank has also changed tack.
At the end of July, supervisory board chairman Jens Weidmann acknowledged that the balance of power is now clear and said he was ready for constructive dialogue with UniCredit.
And in August the first formal talks took place between Andrea Orcel and Commerzbank chief executive Bettina Orlopp, focusing precisely on the implications of the future change of control, including accounting, legal and risk-management aspects.
In other words, the battle could slowly turn into a negotiation.
Europe’s paradox: everyone wants bigger banks, but no one wants to lose their own
This is where the UniCredit–Commerzbank saga becomes much more than a single financial deal.
The ECB has long openly argued for greater European banking integration. In its view, the euro area’s financial system is still too fragmented: around 80% of bank loans are granted to households and firms in the bank’s home country, and less than 2% of deposits are held across borders.
The problem is clear.
In the United States, there are large banks able to operate across a continental market. In Europe, by contrast, the sector remains largely organised along national lines.
For the ECB this undermines European banks’ ability to grow, invest and compete globally. The central bank itself has stressed that cross-border mergers can help banks diversify risk, achieve economies of scale and better support the real economy.
But the Commerzbank case shows just how hard it is to turn this principle into reality.
Germany is effectively saying: yes to European competition, but not necessarily to selling one of our most important banks to a foreign group.
It is a contradiction the ECB has explicitly highlighted: according to vice-president Luis de Guindos, it is difficult to champion European integration while simultaneously opposing specific cross-border transactions.
And Italy? Its banking system is heading the same way
Italy too is going through a period of intense consolidation.
The drive towards mergers and acquisitions is in any case always accompanied by heated debates about the banks’ national role.
The clearest example is Monte dei Paschi di Siena. Intesa Sanpaolo has launched a bid worth around 30.6 billion euros for all MPS shares. At the same time, it has struck a structured deal with Gruppo Unipol, under which Unipol would acquire the MPS brand and a network of 635 branches. This perimeter would then be put forward for integration and merger with BPER Banca, creating a new banking hub. Supervisory authorities and the Italian competition regulator (AGCM) have begun their assessments of the transaction.
In the meantime, Intesa continues to present itself as one of Europe’s most profitable banking groups: in the first half of 2026 it posted 5.6 billion euros in net profit and raised its full-year target to above 10 billion.
The picture that emerges is of an Italian sector increasingly concentrated around major groups, while mid-sized banks seek alliances or risk becoming potential prey.
UniCredit, by contrast, is making a different choice: instead of focusing on yet another large domestic deal, it is trying to become even more European.
Orcel has already made this clear: for UniCredit, at least at this stage, pan-European ambitions take precedence over domestic consolidation.
The real test: is a truly European bank finally emerging?
This, ultimately, is the question that goes beyond the Orcel–Merz story.
If UniCredit manages to complete the Commerzbank deal and integrate it successfully, it could become one of the most significant examples of cross-border banking consolidation in Europe in recent years.
And it could show that an Italian bank can buy a major German institution, retain a strong European identity and create value through economies of scale.
But the reverse is also true.
If the merger turns into a long political, labour and managerial war, with contested cuts, client losses and integration problems, it would underscore just how powerful national borders still are in Europe’s banking system.
This is why the possible sale of the state’s 12.7% stake is worth far more than its face value.
In the meantime, the ECB appears to have already signalled its preferred route: more integration, more scale and less fragmentation. The Commerzbank case will show whether European governments are ready to follow.