Commerzbank Unravels a Paradox: Shares Pour Into UniCredit's Below-Market Bid

Despite an 18% market premium, 12.4% of Commerzbank shares have been tendered to UniCredit's €31.07 exchange offer, triggering a BaFin probe and intensifying the takeover battle.

Commerzbank shareholders are doing something that looks, at first glance, irrational. They keep tendering their stock into UniCredit’s exchange offer even though the market price is far sweeter. The Italian lender’s bid values each Commerzbank share at roughly €31.07 — based on UniCredit’s closing price on 4 May 2026 — yet the Frankfurt-listed stock closed the week at €36.76, a premium of more than 18%. Despite that chasm, some 133.8 million Commerzbank shares, or 12.4% of voting rights excluding treasury stock, had been handed in by 14:00 MESZ on 12 June.

The regular acceptance window runs until Tuesday, 16 June 2026. A follow-up period is scheduled from 20 June to 3 July. But the low official take-up so far — approximately 11.9% of all shareholders — suggests the bulk of the tendered paper came in early or from institutional holders, not from the retails investors who have largely ignored the deal. The works council and management have already filed a complaint with the financial regulator BaFin, asking it to scrutinise specific transactions surrounding the tender process. BaFin’s probe is now under way, and the market is waiting for its initial findings.

UniCredit is trying to push its stake above the 30% threshold that would trigger a mandatory takeover offer. The bank in Frankfurt is fighting back hard. The Commerzbank board has rejected the tie-up as value-destructive and plans to raise internal financial targets to boost the share price without a buyer. They urge shareholders to reject the bid, arguing that the exchange ratio offers no premium and that UniCredit has not presented a credible integration blueprint.

The political and regulatory heat has not hurt the stock. Commerzbank’s shares ended the week at €36.76, up 1.63% on the day and less than 4% below the 52-week high of €38.15 hit on 1 June. Technical markers paint a steady picture: the 50-day moving average at €35.65 provides support about 3% below the current level, while the 200-day average at €33.84 sits more than 8.6% lower, confirming the medium-term uptrend remains intact. The relative strength index of 54.3 points to neither overbought nor oversold territory.

The European Central Bank threw a tailwind into the mix on 11 June when it raised its deposit rate by 25 basis points to 2.25%, effective 17 June. Higher rates typically boost net interest margins for banks. The ECB now expects eurozone inflation to average 3.0% in 2026, then fall to 2.3% in 2027 and 2.0% in 2028 — suggesting the tightening cycle may have limited room to run.

Tuesday is a double-header for Commerzbank investors. The UniCredit acceptance deadline expires at the close of trading, and the ZEW survey of German economic sentiment for June is due at 11:05 CET. On Wednesday, Eurostat publishes final May inflation figures for the euro area; the flash estimate came in at 3.2%, up from 3.0% in April. The final acceptance rate, expected shortly after the deadline, will reveal how much real pressure UniCredit has managed to build. If the andiening ratio surprises to the upside, the pressure on the Frankfurt management team will intensify sharply. For now, the market is betting that the board’s independent strategy, backed by BaFin oversight and a rate-supportive environment, will keep the predator at bay.