BaFin Enters Commerzbank Fray as UniCredit’s 34.35% Tender Tally Faces Derivative Audit

Commerzbank challenges UniCredit's bundling of shares and derivatives into a controlling stake; BaFin investigates as below-market bid faces board rejection.

Commerzbank has escalated the war of attrition with UniCredit by formally referring a numbers dispute to Germany’s financial regulator, the BaFin. At the heart of the quarrel is whether the Italian lender can legitimately bundle direct shareholdings, tendered stock and derivative positions into a single controlling stake.

UniCredit disclosed on 2 June that it had received acceptances covering some 85.4 million Commerzbank shares — roughly 7.58% of the capital — adding that these brought its total reach to 34.35% when combined with the 26.77% block it already holds. But Commerzbank argues that the bulk of those tendered securities originated from UniCredit’s own derivative counterparties, not from arms-length independent shareholders. The German lender has therefore asked BaFin to rule on whether the aggregation is permissible under disclosure rules.

The technical twist centres on the role of derivatives counterparties. According to information Commerzbank has received from custodian banks, the investment banks that serve as UniCredit’s hedging partners — including Nomura, which accounts for roughly 2.06% of the tendered volume — hold only a limited number of actual Commerzbank shares. If the Italian group were to convert those derivatives into physical stock, it would need to hunt down additional shares in the open market, a process that could affect both price and timing.

UniCredit has rejected the accusation, stating that its aggregated voting stake stands at about 43.2% and that its direct holding is 26.8%. It dismissed Commerzbank’s claims as baseless insinuations. Nevertheless, the BaFin probe adds a fresh regulatory layer to a takeover battle that has already seen the authority ban UniCredit from publishing what it deemed unsolicited advertising in April.

Below-market bid leaves shareholders cold

The implied value of UniCredit’s exchange offer — 0.485 UniCredit shares per Commerzbank share — amounts to roughly €34.35, well below the current market price. Commerzbank stock closed at €36.75 on Thursday, trading above both its 50-day moving average of €35.02 and its 200-day average of €33.73. The relative strength index of 54.8 suggests the shares are neither overbought nor oversold, and the distance from the 52-week high of €38.15 is a slender 3.7%.

With the offer so clearly below where the equity trades, Commerzbank’s board and supervisory board have unanimous advised against acceptance, citing an insufficient premium and a weak integration rationale. The original tender period runs until 16 June, with a possible extension from 20 June to 3 July.

Operational firepower meets regulatory uncertainty

While the regulatory fight plays out, Commerzbank is leaning on a strong set of numbers to buttress its independence case. The lender posted an operating profit of €1.4 billion in the first quarter of 2026 and has set a full-year net income target of at least €3.4 billion. Under the “Momentum 2030” plan, it aims for a net return on equity of roughly 21% and a net result of €5.9 billion by the turn of the decade.

A supportive tailwind could arrive from the European Central Bank, which is widely expected to raise its key rate to 2.25% on 11 June — a move that 74 of 80 economists in a Reuters poll predict. Higher interest rates would lift net interest income across the sector, giving Commerzbank further ammunition in its defence.

The immediate catalyst, however, will be BaFin’s assessment of whether UniCredit’s derivative-linked acceptances can be counted as genuine control. That ruling will determine whether the Italian group can claim a decisive 34.35% or must peel back its tally, potentially reshaping the dynamics of the entire takeover process. UniCredit has said it expects a final close only in 2027, pending regulatory approvals, but the outcome of the BaFin review could accelerate — or derail — that timeline.