Commerzbank Stock Near Year High as UniCredit Faces Manipulation Probe and Extended Bid Phase Begins

UniCredit's offer for Commerzbank hits legal, political hurdles as Frankfurt probes market manipulation; stock near peak but acceptance low.

The takeover battle for Commerzbank has entered a newly complicated phase, with the stock holding within striking distance of its yearly peak even as prosecutors in Frankfurt open a preliminary inquiry into possible market manipulation. Shares closed Wednesday at €37.84, just a whisker below the 52-week high of €38.25, and have notched a 12-month gain of 34.52%. The level sits comfortably above the 200-day moving average, suggesting the underlying trend remains intact despite the legal and corporate uncertainty swirling around Germany’s second-largest listed lender.

The investigation, confirmed by the Frankfurt prosecutor’s office, centres on allegations related to securities lending. UniCredit has vigorously denied any wrongdoing, emphasising that it properly disclosed all holdings and had itself submitted the matter to the BaFin financial watchdog. Commerzbank, however, has reported what it describes as unusual tender behaviour during the just-concluded first acceptance period: almost no retail investors presented their shares, and institutional participation was also conspicuously thin. The bank is feeding new findings to the authorities on an ongoing basis.

UniCredit’s formal offer of 0.485 of its own shares for each Commerzbank share valued the target at around €38.18 a pop, a 4.2% premium above the pre-expiry Xetra price of €36.63. Yet with its own stock having climbed to approximately €78.61, the exchange ratio gave the bid a mathematical attraction that failed to trigger a rush. By the time the first phase ended on Tuesday, investors had tendered just over 12% of Commerzbank’s capital. Combined with earlier share purchases and derivative positions, the Italian lender now controls roughly 42% of the voting rights—up from 38% before the offer period opened.

Berlin remains the biggest single obstacle to a full takeover. The federal government still owns 12% of Commerzbank and has thrown its weight behind management’s push for independence, signalling no intention to sell into the UniCredit bid. In response, UniCredit has demanded majority control and warned of potential board-level changes if its path is blocked. The hardball tactics have intensified speculation that the Italians may eventually sweeten the deal, perhaps by adding a cash component to the share exchange.

Commerzbank’s defence rests on a promise of rising shareholder returns and a long-term strategic overhaul. The bank has already raised its annual dividend from €1.10 to a projected €1.51 for 2026. Under the “Momentum 2030” plan, management targets a return on equity of roughly 21% by the end of the decade, while analysts forecast earnings per share of €3.08 for the current year. The board argues that this intrinsic value far outstrips the current offer.

The next milestone comes on 19 June, when UniCredit will publish the preliminary result of the first acceptance phase. Should the acceptance rate prove modest, pressure for an improved offer will ratchet up. Immediately after that announcement, a two-week extension opens on 20 June and runs until 3 July, during which shareholders can tender their stock on unchanged terms. The final outcome now hinges as much on the findings of the prosecutors as on the negotiating leverage of both sides—and on whether the stock’s resilience near its highs convinces investors that a better bid is worth waiting for.