Analyse: „Orcel hat keine Skrupel“ – Commerzbank-Investoren fürchten Nachteile nach Übernahme durch Unicredit

Commerzbank shareholders are looking back on two good years since the Italian competitor Unicredit entered the market in September 2024, tripling the stock price. However, upcoming takeover by Unicredit significantly dims the prospects for remaining shareholders, according to investors and analysts. "We genuinely believed in Commerzbank's independent strategy," says a major investor.

"But with control now passing to Unicredit, the investment case is now gone." Investors wish to remain anonymous, mirroring the views of several other shareholders interviewed by Handelsblatt. Analysts, including Barclays, the Royal Bank of Canada (RBC), and Deutsche Bank, have recently downgraded the Commerzbank share from "Buy" to "Hold," citing the ongoing uncertainty over the bank's future strategy.

Deutsche Bank analyst Benjamin Goy explains that "the prolonged uncertainty surrounding the bank's future strategy limits the potential for valuation growth." Goy suggests better investment options, such as the Dutch bank ING, for investors seeking to profit from rising interest rates. Union Investment, which held 15 million Commerzbank shares mid-2025, has reduced its stake to 5.8 million shares by July 2026.

Similar reductions were observed in the Sparkassen-Fondsgesellschaft Deka and Deutsche Bank subsidiary DWS. Unicredit currently holds nearly 30% of Commerzbank, which could rise to around 50% once a takeover deal completed in summer 2026 is finalized. Unicredit CEO Andrea Orcel plans to replace Commerzbank's board and CEO Bettina Orlopp, aiming to transform the institution rapidly before its merger with German subsidiary Hypovereinsbank (HVB) in two to three years.

Orcel favors a strategy called "unlocked," which includes cutting 7,000 full-time positions in Germany and significantly reducing Commerzbank's international network. High restructuring costs and lower dividends are anticipated, with Deutsche Bank analyst Bettina Orlopp opposing these plans, fearing they would destroy value. Orcel, however, shows no inclination to change his approach, expecting Unicredit to undertake the transformation as planned and initially satisfied with a near-50% stake.

Unicredit will invest €2.2 billion and record an additional €500 million in risk provisions after control of the Polish Commerzbank subsidiary M-Bank, according to Orcel. Investors and analysts anticipate Commerzbank will not pay out its full profits to shareholders as previously planned, potentially impacting short-term earnings and dividends, including those for the 2026 fiscal year.

Analysts from Metzler predict that Unicredit may be less generous with payouts to fund business operations and restructuring costs. RBC analyst Anke Reingen has lowered her Commerzbank assessment with the addition of "speculative risk," acknowledging the potential dilution of investment appeal for non-major shareholders due to the current ownership structure.

One Commerzbank investor voices concern that Orcel lacks scruples, suggesting the majority shareholder may not prioritize Commerzbank's performance in the next two to three years. This could lead to unfavorable developments for minority shareholders, potentially prompting legal challenges.