Commerzbank CEO Warns of ‘Very Difficult’ Deadlock as UniCredit’s Tender Faces Derivative Scrutiny

Bettina Orlopp cautions that a partial UniCredit victory could trap both banks in a governance quagmire, as German regulator BaFin probes derivative-linked share acceptances.

Bettina Orlopp, chief executive of Commerzbank, has added a sharp new dimension to the takeover battle with UniCredit by warning that a partial victory could trap both sides in a governance quagmire. Speaking at a Goldman Sachs conference in Zurich, she cautioned that if the Italian lender’s creeping bid pushes its economic exposure to between 40% and 50%, the result would be a “very difficult” stalemate. Structural changes at Commerzbank require a 75% supermajority, she noted — a threshold that looks out of reach given the resistance from the German government and other institutional holders.

Orlopp’s intervention shifts the debate away from the offer price and onto control dynamics. She argued that the implied value of UniCredit’s bid is already trailing Commerzbank’s market price and that a meaningful premium is essential. The message is clear: even if UniCredit collects enough shares to cross the 30% mandatory offer threshold, it may lack the firepower to impose its will.

The immediate flashpoint is the acceptance rate that UniCredit has reported. The Italian group claims that shareholders representing roughly 7.6% of Commerzbank’s capital have tendered their stock. Combined with the 27% direct stake it already holds, and accounting for derivative exposures, UniCredit would on paper command 34.4% of the bank — plus additional positions from financial instruments.

Commerzbank, however, is pushing back hard. In a statement on June 3, it argued that the tendered shares are not from independent investors but overwhelmingly from counterparties to UniCredit’s total return swaps. These derivative agreements — disclosed in the offer document with Citi, Nomura and BNP Paribas — can create economic exposure without direct ownership. The bank estimates that retail investors account for only 0.05% of the acceptances and that no institutional shareholder has yet tendered. It has formally asked the German financial regulator, BaFin, to investigate whether the acceptance figure reflects genuine shareholder interest or a technical artifact of hedging.

UniCredit has rejected the accusations, insisting that its filings are correct. The focus now shifts to BaFin, which must determine whether the derivative-linked holdings distort the picture of independent support. The offer period runs until June 16, with a possible extension to July 3.

Despite the escalating rhetoric, Commerzbank’s stock has held steady. Shares closed at €36.82 on Thursday, 3.5% below the 52-week high of €38.15 but 37.9% above the year’s low. The relative strength index of 55.2 indicates no overbought conditions, and the price sits comfortably above both the 50-day moving average of €35.02 and the 200-day moving average of €33.73.

The bank is not relying solely on legal arguments to fend off the bid. Its first-quarter 2026 results underscore its standalone strength: operating profit rose 11% year-on-year to €1.4 billion, net income climbed 9% to €913 million, and the full-year net profit target was raised to at least €3.4 billion. Orlopp and the supervisory board continue to reject the offer outright, pointing to the “Momentum 2030” strategy as the path to greater independence and value creation.

The key test in the coming days is whether UniCredit can demonstrate that its tender tally has real heft. If the acceptance rate is largely derivative-driven, the Italian lender may find itself with a blocking minority but without the strategic mandate it seeks. For now, the market is pricing in doubt: Commerzbank’s shares remain above the implied exchange value of UniCredit’s offer, raising the pressure on Milan to articulate a clearer economic rationale for its move.