Commerzbank Fires Back at UniCredit as Share Lending Explodes Tenfold

BaFin probes UniCredit takeover as Commerzbank disputes acceptance rates; bank outlines €2.7B capital return and raises full-year net income guidance to €3.4B.

The battle for Commerzbank has taken a fresh twist, with Frankfurt publicly questioning the validity of UniCredit’s takeover acceptance figures and calling in the German financial regulator. At the same time, the bank is laying out an aggressive capital return plan that underscores its standalone strength.

Securities lending in Commerzbank shares has surged more than tenfold since UniCredit unveiled its acquisition intentions. That spike, flagged by Commerzbank’s management, is a central piece of evidence in a BaFin probe. The bank’s own analysis, based on custodian data, suggests not a single independent institutional investor has tendered shares into the offer, while retail participation remains static at around 0.05%. Frankfurt believes the 10.95% acceptance rate reported by UniCredit on Wednesday is almost entirely driven by parties close to the Italian lender or derivatives players.

The economic logic of the offer itself is, by Commerzbank’s reckoning, straightforward. With the stock trading at €36.33 – roughly 6% above the implied value of 0.485 UniCredit shares per Commerzbank share – any voluntary tender would leave a holder about €2.30 per share worse off. CEO Bettina Orlopp has demanded greater transparency over the economic motivations behind the tenders so far. UniCredit, for its part, calculates its own economic stake including derivatives at over 40%.

The regular acceptance period runs until June 16, 2026, with an extended window likely from June 20 to July 3. The board’s recommendation remains a clear rejection.

Yet while the takeover drama unfolds, Commerzbank’s stand-alone business continues to deliver. Between June 1 and 3, the bank completed a small buyback of 928,625 shares – the “Mitarbeiteraktien 2026/II” programme – purchasing at average prices of €36.90 to €37.49 via Xetra and Cboe Europe. That modest tranche sits within a much larger capital return plan for the 2025 financial year: roughly €2.7 billion in total, comprising two completed buybacks worth around €1.5 billion and a dividend of €1.10 per share. The bank targets a payout ratio of 100% of net income before one-off items and after AT-1 coupons, a policy that holds until the CET1 ratio reaches 13.5%.

Operational momentum supports those ambitions. In the first quarter of 2026, Commerzbank posted an operating result of €1.4 billion, up 11% year on year, while net income rose 9% to €913 million. Management has raised its full-year net income guidance to at least €3.4 billion.

The stock closed on Wednesday at €36.74, about 3.7% below its 52-week high of €38.15 touched on June 1. Over the past twelve months it has gained nearly 32%, with an RSI of 54.1 suggesting no technical froth and the price sitting comfortably above the 200-day moving average of €33.81.

The coming weeks will test whether Commerzbank can hold the line against UniCredit’s creeping control. The BaFin review of the offer process, combined with the next set of quarterly results due around August, will determine whether the bank’s dual narrative – defending against a bid it considers inadequate while delivering record capital returns – can be sustained.