Commerzbank Escalates Takeover Fight with BaFin Referral as UniCredit’s Offer Lags Market Value

Commerzbank CEO Bettina Orlopp calls UniCredit's exchange offer intransparent and below market price; bank challenges tender integrity with BaFin while pursuing standalone 'Momentum 2030' plan.

The battle for Commerzbank has shifted from the boardroom to the regulator’s desk. Bettina Orlopp, the bank’s chief executive, took aim at UniCredit’s approach on Thursday, branding its offer “intransparent” and “unattractive” during a Goldman Sachs investor conference in Zurich. But rather than slamming the door entirely, she left the faintest crack open — provided the Italian lender adjusts both price and terms.

At the heart of the standoff is a simple arithmetic problem. Orlopp noted that UniCredit’s exchange offer currently sits below Commerzbank’s market price. With the stock trading at €36.64 on Thursday, up 0.69% from the prior close of €36.39, the gap is clear. The shares lie just 3.96% below their 52-week high of €38.15, hit on 1 June 2026. “There is no economic logic for shareholders to accept such an offer,” Orlopp argued.

Instead of courting a buyer, Commerzbank is doubling down on its standalone strategy, “Momentum 2030”. The plan calls for returning roughly 50% of market capitalisation to shareholders over the next four years. Management’s message is blunt: the bank can create more value on its own than under the current UniCredit terms.

The Tender Tally Dispute

The conflict escalated further when Commerzbank publicly challenged the integrity of UniCredit’s reported acceptance numbers and referred the matter to BaFin, Germany’s financial regulator. On 2 June, UniCredit announced it held tender declarations for around 85.4 million Commerzbank shares, equivalent to 7.58% of share capital. Combined with its existing 26.77% stake, that would give UniCredit direct access to 34.35% of the bank.

Frankfurt sees this as misleading. The argument is technical but economically significant: directly held shares, derivatives and tendered stock should not be lumped together as a single position, since they confer different ownership rights, voting power and control. The spotlight falls particularly on Nomura, which accounts for roughly 2.06% of the tendered position. The Japanese bank is merely a derivative counterparty for UniCredit, not an independent institutional investor acting on its own conviction.

Beyond the classification dispute, Commerzbank has flagged a market mechanics issue. Custodian banks informed the German lender that the investment banks acting as derivative counterparties hold only a limited number of actual Commerzbank shares as hedges. To turn those derivative exposures into real equity, they would need to buy additional shares in the open market — a process that has not yet happened. The timing also raises eyebrows: tendering shares at a price below the current market rate during a live offer period defies normal economic behaviour, according to Commerzbank.

UniCredit brushed aside the accusations. It stated that its aggregate voting rights position stands at around 43.2%, with a direct stake of 26.8%. The Italian lender said it would not comment on “insinuations without factual basis”.

Regulatory Clock and a Rate Tailwind

The acceptance period for UniCredit’s offer runs until 16 June, with a possible extension to 3 July. UniCredit has indicated it does not expect a final resolution before 2027, given the regulatory approvals still required.

Commerzbank is using that time to demonstrate operational resilience. In the first quarter of 2026, it posted an operating result of €1.4 billion, and it has set a full-year net result target of at least €3.4 billion. Under “Momentum 2030”, the bank aims for a return on tangible equity of around 21% and a net profit of €5.9 billion by 2030.

Help may come from an unexpected direction. On 11 June the European Central Bank will decide on interest rates. A Reuters poll of 80 economists found that 74 expect a hike to 2.25%, which would further bolster the net interest income of the banking sector. Commerzbank shares have already climbed roughly 37% year-to-date, trading near their 52-week high.

A Door Left Ajar

Despite her sharp rebuke, Orlopp did not rule out a friendly deal. She confirmed she has reached out to UniCredit to discuss the conditions for potential talks. What Commerzbank wants is clear: a proper premium for shareholders and respect for its business model. Only then, she said, would a negotiated transaction become possible.

The BaFin referral adds a fresh layer of uncertainty. The regulator already prohibited UniCredit from publishing “unsuitable” advertising back in April. How it assesses Commerzbank’s new arguments about data quality will be the next concrete milestone in the takeover saga. Between the regulator’s scrutiny, the rate decision and the bank’s own earnings story, the next few weeks will determine whether UniCredit can close the gap — or whether Commerzbank’s defence holds firm.