UniCredit prepares to take control of Commerzbank and mBank

UniCredit is preparing to seize control of Commerzbank by early next year, a cross-border consolidation that will create a banking titan with more than 1.3 trillion euros in assets and establish indirect Italian ownership over Poland’s fifth-largest lender, mBank. It was reported that UniCredit CEO Andrea Orcel plans to call an extraordinary general meeting following regulatory approvals to overhaul Commerzbank’s supervisory board by January or February.

UniCredit seeks to replace Commerzbank board members

The Italian bank controls 49.65 percent of Commerzbank’s capital and voting rights, combining settled shares, recent buyback cancellations, and earlier stakes. An additional 17.6 percent stake awaits clearance from the European Commission and the European Central Bank, while cash-settled swaps bring UniCredit’s total economic exposure to roughly 61 percent. Orcel intends to replace all 10 shareholder representatives on Commerzbank’s 20-member supervisory board, leaving the 10 employee-elected seats untouched. According to the Financial Times, Orcel also plans to remove Commerzbank CEO Bettina Orlopp and rejected the German government’s request to retain two seats on the oversight board. Berlin holds a 13 percent stake stemming from the 2008-2009 global financial crisis rescue.

The German government dropped its initial resistance, which ministers previously labeled as aggressive and hostile. Negotiations now center on protecting national economic interests rather than blocking the transaction. Berlin’s key demands require Commerzbank to keep its headquarters in Frankfurt, remain publicly traded, and continue funding the German Mittelstand sector of small and medium-sized enterprises.

Consequences for mBank and the Polish Market

Commerzbank holds a 69 percent stake in mBank, which serves nearly 4.8 million clients in Poland alongside 1.2 million across Czechia and Slovakia. For UniCredit, the transaction marks a return to the Polish banking sector after it sold its controlling stake in Bank Pekao to PZU and PFR in 2017. mBank’s press office stated that ownership changes at the parent level do not impact daily operations, noting that the institution remains focused on organic growth, digital innovation, and its current corporate strategy.

Łukasz Jańczak, an analyst at Erste Securities, noted that mBank operates as an efficient asset requiring no major cost cuts, though minor adjustments to reporting structures or executive personnel could occur.

UniCredit stake may trigger mandatory mBank buyout

Ownership shifts at the German parent level carry direct regulatory consequences on the Warsaw Stock Exchange, where mBank trades at a valuation of approximately 62 billion złoty. Polish public offering regulations dictate that if UniCredit’s stake in Commerzbank crosses the 50 percent threshold, the Italian group would become a dominant entity under Polish law and likely trigger a mandatory tender offer for all remaining mBank shares in public float. Based on current market prices around 1,465 złoty per share, a buyout offer would require roughly 4.5 billion euros, or over 19 billion złoty. Three-month and six-month volume-weighted average prices sit lower at approximately 1,411 złoty and 1,403 złoty.