Commerzbank Turns Up Heat on BaFin Over UniCredit's Derivative Exposure in Takeover Battle

Commerzbank challenges UniCredit's claim of 34.4% control, arguing that derivative exposures and tender composition distort true voting power, putting BaFin in a regulatory crossfire.

The battle for Commerzbank has shifted from the trading floor to the regulator's office. Frankfurt's second-largest listed lender has asked the Federal Financial Supervisory Authority (BaFin) to scrutinise how UniCredit reported its mounting stake in the German bank, arguing that the Italian suitor's public statements paint a distorted picture of its true control.

At the heart of the dispute is a technical but crucial question: how many voting rights does UniCredit actually command? The Milan-based bank said on 2 June that it had received tender acceptances worth 7.58% of Commerzbank shares, pushing its total direct and tendered position past the 30% threshold to 34.4%. But Commerzbank counters that this headline number masks the real story. Roughly 2.06% of those tendered shares come from Nomura, a derivatives counterparty to UniCredit, while retail investors have offered up a mere 0.05%. Independent institutional investors, the German lender insists, are barely present.

The argument becomes sharper when derivatives are factored in. According to Commerzbank's internal calculations, UniCredit holds derivative exposure worth around 14% of the Frankfurt group's share capital, much of it through total return swaps. Market reports have put the Italian bank's aggregate economic exposure as high as 50.76%. Commerzbank contends that these instruments do not automatically confer full voting rights, and that UniCredit would need to buy an additional 7% to 9% of real shares in the open market to convert that exposure into actual control. The bank has also flagged that some tendered shares may still be linked to UniCredit's derivative counterparties, raising questions about the independence of the acceptance process.

BaFin now faces a delicate judgment call. It must decide whether UniCredit's triumphant announcement of a 7.58% tender rate violated transparency rules, given the composition of those acceptances. For the Italian lender's chief executive Andrea Orcel, the strategic prize is clear: consolidating a fragmented German banking market where the top five players hold only about 33% of industry assets. The tender offer — 0.485 UniCredit shares per Commerzbank share — expires on 16 June 2026, with a possible extension to 3 July.

The numbers explain why institutional shareholders have so far held back. Commerzbank shares last changed hands at €36.42, down 2.02% on the day, while the implied value of UniCredit's paper bid is below that market price. Accepting would leave investors sitting on an immediate loss. Over the past twelve months, however, the stock has gained 35.64% and sits just 4.53% below its 52-week high of €38.15, reached in early June. The market continues to price in a takeover premium, even as regulatory headwinds intensify.

Commerzbank's management is not relying solely on legal tactics. First-quarter 2026 results showed net profit rising 9% to €913 million, operating profit hitting €1.4 billion, and return on equity improving to 12.7%. Its "Momentum 2030" strategy targets a net income of €5.9 billion and a return on equity of 21% — figures that the board argues prove the bank is worth more on its own than what UniCredit is offering. JPMorgan rates the stock neutral with a €37 price target, while the average of 13 analysts tracked by the market comes in at €39.95, suggesting roughly 7.5% upside from current levels.

UniCredit's move across the 30% voting rights threshold has also eliminated the obligation to launch a full mandatory offer for further purchases, giving it flexibility to buy shares on the open market. Yet Commerzbank is betting that time and complexity are on its side. Additional friction could come from Poland, where regulatory requirements at UniCredit's subsidiary mBank may limit the Italian group's room for manoeuvre. Until the deadline arrives, the focus will be less on the raw acceptance rate than on whether BaFin finds UniCredit's communications wanting — and what that could mean for the takeover's final chapter.