Milan (Italy) (AFP) - Italian bank UniCredit wooed shareholders in Germany’s Commerzbank with promises of higher returns on Monday in moves the German bank dismissed as “hostile tactics” and “misleading characterisations”.

Milan-based UniCredit made its latest appeal to Commerzbank shareholders with promises of higher returns, part of a 35-billion-euro ($41 billion) fight for control of Germany’s second-largest bank.

UniCredit’s chief Andrea Orcel said his “Unlocked” strategy for Commerzbank would refocus its operations on its core German market to spur faster growth.

But Commerzbank rejected the proposal as “a speculative attempt to dismantle Commerzbank’s successful business model” in a statement attacking UniCredit’s tactics in the corporate battle.

UniCredit, already the largest shareholder in Commerzbank, announced a full takeover in March that drew a frosty response from the German government, which itself owns 12 percent of the bank’s shares.

Orcel said applying the “UniCredit method”, and investing around 800 million euros between now and 2030 would help push Commerzbank’s net profit to 5.1 billion euros in 2028.

“Commerzbank can create much more value than currently, and its current direction is putting its survival at risk in the medium term,” Orcel told financial analysts ahead of the formal opening of the takeover bid.

That would be well above the 4.2 billion euros predicted for that year by Commerzbank in its own strategy plan presented in early 2025.

Commerzbank fired back that UniCredit’s “highly aggressive and hostile approach” to the proposed merger “is destructive to shareholder value and stakeholder trust, which is essential in banking”.

- ‘Solid and competitive’ -

Orcel said that, if UniCredit’s bid proves successful, he would combine Commerzbank’s operations with those of HypoVereinsbank, UniCredit’s German subsidiary, to create “a solid and competitive German leader, part of a major pan-European group” better able to resist the challenge of “new American players and fintech firms”.

UniCredit also rejected as a “myth” claims that its takeover bid, worth around 30.80 euros for each Commerzbank share, was not high enough.

With a direct stake of 26 percent, UniCredit expects it will raise its stake to more than 30 percent, triggering a mandatory takeover for the entire bank.

If the bid fails, Orcel said he would still “come out ahead financially”.

“In this case, we will step back and probably people will thank us in two years because maybe we will be able to do a better deal,” he said.

Commerzbank reiterated on Monday that any takeover offer from UniCredit “must include a market-standard premium” for shareholders – the bank’s share price remained well above UniCredit’s offer in Monday trading – as well as a merger plan “that creates value for all stakeholders”.