Commerzbank Stock Outruns Bid Price as Prosecutors Weigh Market Manipulation Allegations

German prosecutors probe UniCredit's Commerzbank bid over tender patterns; Commerzbank says shares from connected parties; market premium suggests bid fail.

A criminal investigation into possible market manipulation has injected fresh legal friction into UniCredit’s hostile pursuit of Commerzbank, just as the Italian lender prepares to unveil the results of its tender offer later this week. Frankfurt’s public prosecutor’s office has opened preliminary proceedings triggered by unusual patterns in the acceptance of the exchange offer, though no misconduct has been established. UniCredit has forcefully denied any wrongdoing and said it proactively submitted the relevant facts to Germany’s financial regulator, BaFin.

The probe comes on the heels of the first acceptance deadline, which expired at midnight on Tuesday, June 16. Market reports suggest that 12.41% of Commerzbank’s share capital was tendered into the offer of 0.485 UniCredit shares for each Commerzbank share. Combined with UniCredit’s existing stake and physically settled derivatives, that would lift the Italian group’s total economic exposure to roughly 42.4%. Yet Commerzbank has challenged those numbers, arguing that its own shareholder data shows no identified institutional investor submitting shares. Instead, it contends that the tendered stock came almost exclusively from banks and parties connected to UniCredit.

Commerzbank also flagged a sharp increase in securities lending activity after the offer’s announcement and has been feeding evidence to BaFin, demanding greater transparency over the economic incentives behind hedging and derivative trades. The bank’s central question for Friday’s official result is therefore not just the acceptance rate, but whether it can be interpreted as genuine investor support.

Investors, however, appear to be taking a more dispassionate view. Commerzbank’s stock closed on Wednesday at €37.87, a whisker below its 52-week high of €38.25 hit the same day. The shares have gained nearly 35% over the past twelve months and trade comfortably above the theoretical value of UniCredit’s offer, which fluctuates with the Italian bank’s share price. That premium suggests the market sees a decent chance that the bid will fall short of full control or that a higher offer could emerge.

Looking ahead, UniCredit is due to publish the preliminary result on Friday, June 19, and a further acceptance window will run from June 20 to July 3 on unchanged terms. Whether the legal cloud — and Commerzbank’s escalating criticism — prompts BaFin to intervene or forces UniCredit to sweeten the deal will shape the final outcome of a takeover battle that is fast turning into a game of legal chess.