Borrowed Shares Allegation Casts Shadow Over UniCredit's Commerzbank Tender Tally

Commerzbank claims only 2% of tendered shares came from independent investors, accusing UniCredit of stock lending to pad acceptance; prosecutor dismisses criminal complaint; UniCredit now holds 45-50% voting rights.

Commerzbank has raised the alarm over a suspicious spike in stock lending activity that coincides with the closing of UniCredit's exchange offer, suggesting the Italian lender may have used borrowed shares to inflate its acceptance tally. The bank's analysis of the second acceptance period, which ended on July 3 and was disclosed on July 8, shows that while UniCredit reported 17.6% of Commerzbank shares were tendered, less than 2% came from independent institutional and retail investors. The vast majority, Commerzbank contends, originated from banks and parties with ties to UniCredit — a move it describes as highly unusual for a public takeover bid and one that distorts the true appetite among economic owners.

The accusation comes as UniCredit's overall grip on the German lender tightens dramatically. Reports from July 11 indicate that the Italian group now controls between 45% and 50% of Commerzbank's voting rights, combining directly held shares, derivatives, and the freshly tendered stock. That puts a de facto majority within reach, with the German government still holding a steady 12% stake. Commerzbank chief executive Bettina Orlopp, however, has pushed back, noting that less than a third of free-float shareholders accepted the offer and calling on UniCredit to "put up or shut up" with a clear strategic plan.

The stock market, for its part, has largely shrugged off the controversy. Commerzbank shares closed the week at €38.67, up 2.41% on Friday and within 0.46% of their 52-week high of €38.85 set on June 19. The 30-day gain stands at 7.06%, while the year-to-date advance of 33.34% has lifted the stock roughly 12% above its 200-day moving average of €34.40. The market capitalisation now sits at €41.56 billion, fuelled by takeover speculation despite the unresolved questions over how much of that premium is justified by genuine investor demand.

Any criminal route to block the deal has been shut off, at least for now. The Frankfurt public prosecutor's office has thrown out a criminal complaint filed by Commerzbank employees that accused UniCredit of artificially padding the acceptance quota. The prosecutor found insufficient evidence of any crime, ruling the complaint lacked substance. That leaves the regulatory arena as the primary battleground. UniCredit must still secure approval from the European Central Bank before it can further expand its position — a process that is expected to take several months and is considered legally complex.

Adding a fresh headwind for the sector, a new systemic risk buffer for commercial real estate loans took effect in July 2026, set at 2%. This raises capital requirements for banks with significant CRE exposure, potentially eating into the cash available for dividends or share buybacks — a factor that could weigh on Commerzbank's financial flexibility regardless of who ultimately controls the boardroom.

Orlopp's management team continues to press its "Momentum 2030" strategy, reaffirming the 2026 outlook and long-term targets. Only a negotiated solution, she insists, can unlock genuine synergies, and that would require the active participation of management, labour, and the federal government as the second-largest shareholder. The bank's next quarterly earnings report, due on August 6, will provide a fresh look at its operational momentum — and likely set the tone for the next phase of the takeover battle.

For investors, the coming weeks present a dual test: the ECB's verdict on UniCredit's creeping control and Commerzbank's own quarterly performance. The stock's recent march toward record highs suggests the market still believes a deal — or at least a higher bid — is inevitable. But the unusual pattern of tendered shares and the bank's push to expose it add a layer of uncertainty that could complicate the narrative of a smooth Italian conquest.