Commerzbank Defenders Escalate Legal Fight as Takeover Offer Falls Short of Market Price

UniCredit's takeover bid for Commerzbank faces escalation as works council alleges market manipulation; acceptance rate disputed, stock trades above offer value.

The battle for Commerzbank has entered a new, more confrontational phase. With just days left until the first acceptance deadline for UniCredit’s exchange offer, the German lender’s works council is preparing a criminal complaint against the Italian bank. The allegations — market manipulation and misleading investors under sections 119 and 120 of the German Securities Trading Act — mark a sharp escalation in a contest that already saw the country's financial regulator BaFin step in to review the reported acceptance numbers.

At the heart of the dispute lies a deep suspicion that UniCredit’s disclosed acceptance rate of around 11.2% (following an earlier figure of 10.95%) is inflated. Commerzbank’s management has been unable to identify a single institutional investor that tendered shares. Instead, nearly all of the shares that have been offered appear to come from banks and parties with close ties to UniCredit — entities that held no material stakes before the bid was launched. Adding fuel to the fire, stock lending activity in Commerzbank shares has surged more than tenfold since the offer was announced, a pattern Commerzbank argues is linked to the acceptance behaviour of UniCredit-aligned parties. It is demanding full disclosure of all hedging and derivative arrangements.

UniCredit has pushed back, insisting its disclosures are compliant and were made in consultation with BaFin. Yet the regulator's official probe into the acceptance quotas suggests the matter is far from settled.

For shareholders, the arithmetic is brutally simple. UniCredit is offering 0.485 of its own shares for each Commerzbank share. At current market levels, that exchange is worth roughly 6% less than selling directly on the stock exchange. On Friday, Commerzbank closed at €36.88, comfortably above the offer's implied value. The stock has also shown resilience over the longer term, gaining about 32% over the past twelve months and trading securely above its 50-day moving average of €35.65. Small wonder that institutions have largely stayed on the sidelines.

The environment for Commerzbank's vision of remaining independent received a further boost this week. The European Central Bank raised its deposit rate to 2.25% on Thursday, a move that directly supports the net interest margin of the Frankfurt-based lender. That makes the strategy of going it alone more credible in the eyes of investors.

The first decision point arrives on Tuesday. If UniCredit’s acceptance rate remains low, the Italian bank will be under pressure either to improve its terms or change its approach. A second acceptance window runs from June 20 to July 3, but the works council’s planned criminal complaint signals that the confrontation will continue well beyond the first deadline. Whether BaFin ultimately demands greater transparency from UniCredit could determine the fate of the entire takeover attempt. Meanwhile, markets will be watching next week’s German wholesale price data and the ZEW economic expectations index — both indicators of health in the Mittelstand, Commerzbank’s core corporate client base.