UniCredit delivered second-quarter net profit of €2.9 billion on Thursday, ahead of the €2.8 billion analyst consensus, and lifted its 2026 income guidance to well above €11 billion, or €11.5 billion. The results were the first since the Italian bank closed its public offer for Commerzbank, securing between 48% and 49.5% of the German rival's share capital. CEO Andrea Orcel used the earnings presentation to frame the stake as a prelude to full control.

From investment to control

Orcel told investors the Commerzbank position is shifting "from an attractive financial investment to a strategic transaction with substantial industrial value." UniCredit expects the move to generate a 15% return on allocated capital and to drive double-digit net income growth from 2026 to 2028, on top of already double-digit growth in earnings per share and dividends. The bank said it may call an extraordinary general meeting at Commerzbank if needed to implement its strategy.

“Commerzbank is developing from an attractive financial investment into a strategic transaction with substantial industrial value through the implementation of our proven blueprint.”

Regulatory path and timeline

UniCredit anticipates receiving the necessary approvals, including from the European Central Bank, possibly in the fourth quarter of 2026. "Shortly afterwards" it would take control and begin executing its plans. The timeline suggests the Italian lender could be calling the shots at the Frankfurt-based bank before the end of the year.

Political and labour resistance

The takeover has drawn sharp criticism from the German government and fierce opposition from Commerzbank's management board and works council. Berlin holds a 12% stake but can no longer block a deal after relinquishing its 25%-plus-one-share blocking minority. Chancellor Friedrich Merz has said he will not prevent a merger. Orcel told CNBC he wants constructive talks with the government, employee representatives, and the management of Commerzbank's Polish subsidiary mBank.

“It should be no problem to reach an agreement that is in everyone's best interest.”

Orcel added that Commerzbank and Munich-based HypoVereinsbank, UniCredit's existing German unit, would continue to operate separately for another two to three years. The outcome of the stakeholder talks will determine whether UniCredit pushes for an extraordinary general meeting before Commerzbank's next scheduled AGM in 2027. Supervisory board member Harald Christ, who holds one of the two seats reserved for the German government, has already announced he will step down in 2027.

A European counterweight

Orcel's push for Commerzbank follows a long-standing UniCredit strategy of cross-border consolidation. The group already includes Germany's HypoVereinsbank and Austria's Bank Austria, both acquired in 2005. The CEO has framed the deal as a step toward building a European banking champion capable of competing with dominant US rivals. The bank's presentation noted that the transaction would further improve UniCredit's growth trajectory, shareholder returns, and per-share metrics.