Commerzbank's Criminal Complaint Adds Legal Front to UniCredit Takeover Battle as Stock Hovers Near Highs

Commerzbank escalates hostile takeover battle with BaFin complaint over market manipulation, questioning UniCredit's 42.5% stake legitimacy. Share price near high, deadline July 3.

The hostile pursuit of Commerzbank has taken an acrimonious turn, with the Frankfurt-based lender filing a criminal complaint with financial regulator BaFin over suspected market manipulation. The move escalates a bitter fight that has seen UniCredit build a commanding 42.5% stake in its German target, yet the Milanese giant faces mounting questions over the legitimacy of some of the tendered shares.

UniCredit’s position is a layered affair. After the initial acceptance period closed, the Italian bank held roughly 27% directly, secured a further 12.51% through an exchange offer, and topped up the package with equity-linked derivatives. Management and the supervisory board of Commerzbank have repeatedly rejected the offer as inadequate, citing a thin premium and strategic risks. Now they are questioning the provenance of the shares that were tendered.

The complaint centres on suspicions that a network of banks and parties close to UniCredit may have been involved in the transactions, rather than arm's-length institutional investors. Commerzbank has flagged an unusual spike in securities lending activity and what it calls "abnormal tender behaviour" to the regulator. The implication is that the true size of UniCredit's beneficial ownership may differ from the publicly stated figure.

The stock market, meanwhile, continues to price in takeover fervour. Shares closed on Friday at €38.33, just a whisker below the 52-week high of €38.85 hit the previous day. Over the past twelve months, the equity has surged nearly 39%, well above its 200-day moving average of around €34—a clear sign that investors are assigning a premium to the takeover scenario.

Time is tight for both sides. A supplementary acceptance period opened on June 20 and runs until July 3, giving hesitant shareholders one final window to tender. Five days later, on July 8, UniCredit is due to publish the definitive outcome of its offer. Should BaFin decide to launch a formal investigation before then, the entire process could become bogged down in legal limbo, prolonging the uncertainty that has defined this saga for months.