Andrea Orcel is tactically very skilled. In his bid to take over Commerzbank, the CEO of Unicredit is also bringing the German subsidiary HypoVereinsbank (HVB) into play. According to him, this would be a merger of two major German banks, which would complement each other. In this way, he is responding to the warning from the bank with the yellow logo that it would face drastic cuts if the Italian bank were to implement its plan to acquire a majority stake in Germany's second-largest commercial bank.

With a 26% stake in Frankfurt-based Commerzbank, Unicredit has a blocking minority, and derivatives positions takes this to 29%. If the ambitious Milan-based bank hits the 30% threshold, a takeover bid would have to be made to the remaining Commerzbank shareholders. There is a high probability that this will happen. However, it remains unclear how a merger would proceed. This would then largely be in the hands of Unicredit's group management.

Orcel is also chairman of the supervisory board of HVB. While he plans his moves, HVB, which is Germany's third-largest commercial bank, is currently taking on the role of a spectator. All decisions relating to the takeover battle are being made at Unicredit headquarters. Following a successful acquisition, Commerzbank would be integrated into the Unicredit empire. Then the hard work would begin for Unicredit. Given the complexity of the task, this would tie up a lot of resources.

In the event of a merger of the two major German banks under the parent company Unicredit, HVB would be a sort of junior partner. With total assets of 574 billion euros, Commerzbank is almost twice as large as its rival with the blue and white logo (as of the end of June 2025). The difference in terms of the number of employees is also enormous. While HVB has over 8,700 full-time employees, the Commerzbank Group has more than 39,200 employees. Germany accounts for the lion's share of this, with over 25,000 employees.

The legal forms are also different: while Commerzbank operates as a stock corporation (AG), HVB was converted from an AG to a limited liability company (GmbH) under Orcel's leadership. The Unicredit CEO justified this unusual step primarily with savings and efficiency gains in organisational processes. The Italian sole owner can now exert even greater control over the Munich-based subsidiary. Unicredit, which took over HVB 20 years ago, has held all the shares in the Bavarian subsidiary since 2008.

In terms of profitability, both Commerzbank and HVB are benefiting from the momentum on the capital markets, and relatively stable interest rates following the end of a long period of low interest rates. In terms of consolidated earnings before taxes (according to IFRS accounting), HVB is almost on a par with Commerzbank when looking at key figures for the first half of the year. From January to June, the Munich-based bank earned 1.7 billion euros (+10%) before taxes, while the Frankfurt-based bank earned almost 1.9 billion euros (-5%). The slight decline is a result of restructuring expenses. At the beginning of the year, Commerzbank's management decided to cut 3,900 jobs across the group. Of these, 3,300 are in Germany.

HVB is continuing to work rigorously on its cost efficiency. HVB CEO Marion Höllinger, who has been at the helm of the bank since March 2023, is continuing a restructuring process that the Unicredit Group initiated years ago – after overcoming an existential crisis at the peak of the financial crisis. HVB cut back its branch network and eliminated thousands of jobs in several stages.

Today, the downsized institution is in excellent health and highly profitable. In the first half of this year, it increased its operating income by 2% to 2.9 billion euros. The main driver of this growth was net interest income, which more than offset declines in net commission income and trading surplus. At the same time, HVB reduced its personnel expenses by 4% to 586 million euros. This contributed to a 7% decline in total administrative expenses to 1.1 billion euros.

Operating profit after loan loss provisions rose disproportionately by 12% to 1.7 billion euros. This was due to significantly lower provisions for loan losses, which fell by more than two-fifths to 76 million euros. All in all, HVB earned 1.1 billion euros (+9%) after taxes. The Bavarians thus contributed almost one-fifth to the Unicredit Group's overall earnings.

Corporate banking dominates HVB's business. At 790 million euros (+6%), it accounted for two-thirds of the surplus generated in the first half of the year. The retail segment increased its net profit by 16% to 260 million euros. This represented 22% of HVB's total surplus. With a cost-income ratio of 36.8%, HVB is one of the most profitable banks in Germany.