Commerzbank’s Record Profit Undercut by Overbought Rally as UniCredit Tightens Grip via Derivatives

UniCredit uses derivatives to gain 38.87% interest in Commerzbank despite only 1.06% tender acceptance; Commerzbank management rejects offer as undervalued.

UniCredit has bolstered its grip on Commerzbank through a derivatives strategy that now gives the Italian lender an economic and voting interest of nearly 39%, even as the vast majority of shareholders have spurned its exchange offer. As of May 26, valid tenders amounted to just 12 million shares, or 1.06% of the capital, despite a sharp jump from the previous week's paltry 235,286.

The tender figures, published under Germany’s securities acquisition and takeover act, mark a 51-fold increase week-on-week, but still represent a tiny fraction of the total shares outstanding. With the acceptance period running until June 16 unless extended, UniCredit faces an uphill battle to win over shareholders, though the bank’s derivative positions give it significant influence regardless of the tender outcome.

UniCredit’s direct stake stands at 26.77% of Commerzbank’s capital, or around 301.9 million shares. On top of that, the bank holds total return swaps covering 36.3 million shares (3.22% of voting rights) and other derivative instruments referencing 120.6 million shares (10.70%), according to regulatory filings. These instruments bring UniCredit’s combined voting and economic interest to approximately 38.87%, as reported in a separate disclosure. Under typical attendance levels at general meetings, a position just shy of 40% can effectively command a majority.

Commerzbank’s management, led by CEO Bettina Orlopp, has urged shareholders to reject the offer, arguing that the exchange ratio of 0.485 new UniCredit shares per Commerzbank share fails to reflect the bank’s fundamental value and includes no control premium. The review of UniCredit’s integration plan, the board said, reveals an underestimation of revenue losses and an overestimation of synergies, based on an unrealistic implementation timeline. The Frankfurt-based lender posted a record operating profit of €4.5 billion for 2025, an 18% increase, and reported first-quarter 2026 EPS of €0.84, up from €0.73 a year earlier. The dividend for 2025 was raised to €1.10, with analysts now forecasting €1.51 for 2026. In early May, the board unveiled updated financial targets through 2030, underscoring that the “Momentum” strategy is gaining traction.

Despite the upbeat earnings, Commerzbank shares remain below their 52-week high of €37.75, closing on May 26 at around €36.60–€36.73. The stock trades about 8.9% above its 200-day moving average but is still roughly 3% off the peak. The relative strength index of 79.6 signals overbought territory, while volatility remains elevated at 33.57% — a backdrop that plays into UniCredit’s derivatives playbook. On a 12-month basis the shares have gained 35.59%, though year-to-date the advance is a meagre 0.60%. The consensus analyst target sits at €39.63.

In a separate development, Commerzbank reshuffled its $4.78 billion US equity portfolio in the first quarter, replacing Alphabet as the top holding with a new technology position, though the name was not disclosed. The move highlights that the bank continues to manage its investment book actively even as the takeover battle unfolds. With daily acceptance figures due from UniCredit in the final week before the June 16 deadline, the coming days will determine whether the current low take-up rate persists or gathers momentum — and whether UniCredit is forced to sweeten its terms.