Commerzbank Works Council Files Criminal Complaint as UniCredit's Tender Claim Faces Doubt

Commerzbank's works council accuses UniCredit of market manipulation and investor deception, escalating the takeover battle. UniCredit claims 42.5% control, but management questions tender integrity. Regulatory hurdles remain.

The hostile pursuit of Commerzbank has moved from the boardroom to the courtroom. The lender's works council has filed a criminal complaint with German authorities alleging market manipulation and investor deception by UniCredit, in a sharp escalation of the takeover battle. The complaint, under Paragraphs 119 and 120 of the Securities Trading Act, accuses the Italian bank of using targeted communications to sway the share price and mislead shareholders.

The legal salvo comes as UniCredit reported that 12.51% of Commerzbank's shares were tendered during the initial acceptance period ending June 16, 2026. When combined with directly held positions of 26.77% and a further 3.22% accessed through derivatives, UniCredit claims effective control of approximately 42.5% of the German bank. But Commerzbank's management has cast doubt on the integrity of that figure. Internal analysis suggests that virtually no institutional investors submitted their shares — only 0.05% came from retail holders — leading the bank to question whether the bulk of the tendered 12.51% originated from parties close to UniCredit itself. The Italian bank has denied the allegation.

The standoff has done little to unsettle the stock market. Commerzbank shares closed last Friday at €38.33, a modest 0.34% gain on the day and just 1.34% below their 52-week high of €38.85, reached on June 19. The stock's resilience underscores a paradox: UniCredit's exchange offer — 0.485 of its own shares for each Commerzbank share — carries a theoretical value that has at times trailed the current market price, leaving little incentive for holders to accept the bid. For investors still undecided, UniCredit has extended the acceptance window through July 3, 2026, with final results due on July 8.

Even if UniCredit secures a majority, the path to full ownership remains tangled. The deal still requires clearance from competition authorities, foreign trade regulators, and the EU's subsidies review. Analysts see a full takeover as unlikely before 2027, with the European Central Bank and national supervisors yet to weigh in. For now, the legal skirmishing between the two camps is only expected to intensify, with the works council's complaint adding a criminal dimension to what was already a bitterly contested corporate raid.