Commerzbank’s Tender Saga Deepens: UniCredit’s 42.5% Stake Under Scrutiny as Stock Holds Above Offer

UniCredit claims 42.5% stake in Commerzbank after tender, but mystery over who tendered shares sparks BaFin investigation and criminal complaint from Commerzbank.

UniCredit’s push to gain control of Commerzbank has entered a new phase of contention, with the Italian lender now claiming a 42.5% stake after the regular acceptance period closed. But the precise breakdown of that holding – and the identity of the shareholders who tendered – is fueling a deepening dispute that has drawn in Germany’s financial regulator.

The Milan-based bank already held 26.77% of Commerzbank’s shares directly and another 3.22% via equity-linked derivatives before launching its exchange offer. The 12.51% of capital that was tendered during the initial window ending June 16 brought the total to 42.5%. Under the terms, shareholders receive 0.485 new UniCredit shares for each Commerzbank share, with no cash premium attached. Over most of the offer period, the implied value of that exchange actually traded below Commerzbank’s market price – a fact that has made the bid a tough sell.

Commerzbank’s management has been aggressively pushing back. The board and supervisory board continue to urge investors to reject the offer, which they argue lacks both a fair premium and a coherent integration plan. In a notable escalation, Commerzbank has filed a criminal complaint for suspected market manipulation and has asked BaFin to investigate. The bank further claims it was unable to identify any institutional investor that tendered shares, and that only around 0.05% of the accepted stock came from retail holders. Who supplied the bulk of the 12.51% remains a mystery – one that both Commerzbank and the regulator are likely to probe further.

The market, meanwhile, is speaking its own verdict. Commerzbank’s stock closed on Friday at €38.33, just 1.34% below its 52-week high of €38.85 hit on June 19 – the same day the initial tender tally was announced. That price sits well above the offer’s theoretical value, meaning shareholders who accept the exchange are effectively swapping into UniCredit at a discount. This arithmetic is expected to discourage further tendering during the additional acceptance period, which runs from June 20 to July 3. UniCredit is scheduled to publish the final result on July 8.

The next fortnight will determine whether UniCredit can inch closer to a majority or whether the standoff becomes a long-term siege. With the stock hovering near record territory and the board still digging in, the outcome is far from certain.