Commerzbank Calls UniCredit's 34% Claim 'Misleading' as BaFin Steps Into Takeover Saga

BaFin reviews UniCredit's disputed 34.37% Commerzbank stake claim as tender offer lags market price, Commerzbank urges rejection citing job cuts.

UniCredit's campaign for Commerzbank has entered a new phase of regulatory scrutiny after the German lender formally referred the Italian bank's stake disclosure to BaFin. The dispute centres on whether UniCredit can legitimately claim control over 34.37% of Commerzbank when nearly all of the shares tendered into its exchange offer appear to come from its own derivative counterparties.

On June 2, UniCredit reported that 7.58% of Commerzbank's equity had been tendered. Combined with its direct holding of 26.77%, the bank argued this gave it a 34.37% position. Beyond that, it holds call options on a further 3.2% and cash-settled instruments over 13.2%. Commerzbank's analysis tells a different story: no independent institutional investor has accepted, and only 0.05% of the share capital came from retail holders. The bulk of the tendered volume, the bank claims, originated from financial institutions that are well-known derivative counterparties of UniCredit, effectively inflating the tally. BaFin now must decide whether the communication was misleading, with its ruling expected by the June 16 deadline.

The market is already voting with its feet. UniCredit's exchange offer — 0.485 of its own shares for each Commerzbank share — is worth less than Commerzbank's current market price of €37.02. The stock earlier traded at €36.84, roughly 9% above its 200-day moving average, and remains about 3% below the 52-week high of €38.15 set in early June. The premium embedded in both banks' rising share prices suggests investors are anticipating a sweeter bid, though UniCredit has indicated no improvement is planned. The regular acceptance period lapses on June 16, with a possible extension to July 3.

Chief Executive Bettina Orlopp, speaking at a Goldman Sachs event in Zurich, warned that a hostile outcome would "destroy a lot of value." The worst-case scenario, she said, would see UniCredit amass a 40–50% stake without gaining full control — a deadlock that would require a 75% majority for any structural measures, a threshold the German government and other shareholders are likely to block. Commerzbank's board has formally urged shareholders to reject the offer, flagging up to 11,000 potential job cuts under a UniCredit scenario versus the 3,000 full-time redundancies planned under its standalone "Momentum 2030" strategy by 2030.

A second catalyst arrives on June 11, when the European Central Bank announces its rate decision at 2:15 p.m. Euro-area inflation stood at 3.0% in April, well above target, and the ECB left rates unchanged for the seventh consecutive meeting in April. Commerzbank's own research desk sees a rate hike as likely in June. Higher rates would directly support Commerzbank's net interest margin, a key earnings driver. In the first quarter of 2026, the bank posted an operating profit of €1.4 billion and lifted its full-year net profit forecast to at least €3.4 billion.

Whatever the outcome of the tender, UniCredit does not expect formal completion of any takeover before 2027, given pending regulatory approvals. Meanwhile, Commerzbank continues to push its independence plan, targeting a return on equity of around 21% and net profit of €5.9 billion by 2030. The next quarterly results are due in August.