Berlin, which holds a 13% stake in the lender, argued that the bid lacks a sufficient financial premium to justify a sale. Officials emphasized that Commerzbank remains a critical pillar for the German economy, particularly in its role financing the country’s midmarket sector. The state fund managing the government's interest specifically cited the bank's importance as a Frankfurt-based employer in its formal rejection.

UniCredit’s campaign has faced mounting friction from local executives and labor unions since the Italian bank began accumulating shares last September. The tension reached a breaking point as Frankfurt prosecutors launched a preliminary investigation into potential market manipulation surrounding the offer. Commerzbank leadership has openly challenged the transparency of UniCredit’s disclosures, claiming a lack of support from major institutional investors. With the current offer window closing, the dispute has turned into a standoff between Italian ambitions and German institutional resistance.