MILAN/BERLIN, Sept 25 (Reuters) - Germany cranked up its

opposition to UniCredit's swoop on Commerzbank

on Wednesday, while the Italian bank's CEO said he

would only pursue a takeover if it had broad shareholder backing

and called for talks with the government.

Two weeks since UniCredit unveiled a surprise stake in

Commerzbank and its CEO Andrea Orcel laid out plans for a

possible cross-border merger, the battle lines are being drawn.

Berlin, which retains a 12% stake in Commerzbank, the

lender's management and trade unions all oppose a deal and a top

German official on Wednesday called UniCredit's actions

"aggressive" and "unwise".

Orcel has said all options -- including walking away -- are

on the table, while also building up UniCredit's stake.

"Commerzbank, for us at the moment, is an investment,

nothing else. There is no offer, there is no bid," Orcel told a

Bank of America investor conference in London.

"We're indeed a large shareholder, a strategic shareholder

now, but it is an investment ... and people should comment and

think about that as an investment and nothing else," he said,

adding UniCredit would not ask for a Commerzbank board seat.

But the UniCredit CEO also pressed for more talks, saying

that the bank had spoken "repeatedly with several stakeholders

of Commerzbank" before it was invited to buy a 4.5% stake from

the German government.

"We felt that that was a normal consequence of that process.

And that's where we are today, but we're very keen to reopen

those dialogues and have constructive dialogue with all the

stakeholders," he added.

UniCredit angered the German government this week by raising

its holding in Commerzbank close to 21%, conditional on European

Central Bank approval, using derivative instruments.

German Chancellor Olaf Scholz slammed the move as "an

unfriendly attack" and on Wednesday finance ministry state

secretary Florian Toncar warned UniCredit against turning

hostile, saying such takeovers harboured great risks.

"It is not wise to proceed too aggressively with a large,

highly regulated, complex bank," Toncar said after a closed-door

meeting with the finance committee of Germany's lower house of

parliament. "You always need the stakeholders in the end."

Orcel's move is a huge test for European banking

consolidation, which has long been sought by regulators and

banking executives but stymied by political opposition and the

weakness of many lenders to acquire rivals.

On Tuesday, Commerzbank said Bettina Orlopp will take over

as its chief executive in the near future, handing the CFO the

task of fending off UniCredit's bid for Germany's No. 2 lender.

Commerzbank's shares have risen sharply since Orcel's move

as investors bet on a full takeover bid by UniCredit, which is

flush with cash after a run of record profits and already has a

presence in Germany through its ownership of HVB.

Michael Schrodi, a lawmaker from the SPD party of Social

Democrats in Germany's governing coalition, accused UniCredit of

being "utterly secretive" in gaining control of 21% of

Commerzbank, partly through financial derivatives.

(Additional reporting by Tom Sims and John O'Donnell, Writing

by Tommy Reggiori Wilkes; Editing by Alexander Smith)