Criminal Complaint Threatens to Derail UniCredit's Commerzbank Pursuit

German lender's works council, backed by Verdi union, accuses UniCredit of market manipulation in its takeover bid, as data reveals minimal retail acceptance and BaFin launches investigation.

The fight for Commerzbank has taken a sharp legal turn. The German lender's works council, backed by the Verdi union, has filed a criminal complaint against UniCredit, accusing the Italian giant of market manipulation in its takeover bid. The move injects a new layer of uncertainty into what was already an increasingly acrimonious battle.

At the heart of the complaint are allegations that UniCredit violated Germany’s Securities Trading Act by artificially inflating the apparent success of its exchange offer. Works council chief Sascha Uebel described the bid as economically unattractive and accused UniCredit of misleading investors about the true level of acceptance among independent shareholders. The financial regulator BaFin has already started examining the suspicious transactions.

Data from the works council’s camp reveals a stark divide in who has tendered shares. By late last week, UniCredit had gathered nearly 134 million Commerzbank shares — roughly 12 percent of the capital — through the offer period. Yet those shares came almost exclusively from banks in the Italian lender’s orbit, including Nomura, Citi and Jefferies. Retail investors made up a mere 0.05 percent of the tendered volume. The Commerzbank management board has confirmed that not a single identified institutional investor has accepted, a fact that bolsters the works council’s claims.

UniCredit’s overall position in Commerzbank has become a complex web of direct holdings and derivatives. The Italian bank already controls nearly 27 percent of the share capital directly. On top of that, total-return swaps secure voting rights for an additional 3 percent, while cash-settled instruments give it exposure to a further 13 percent. Although these derivatives carry no direct voting rights, they lock up large blocks of stock in the market, constraining supply and potentially influencing the tender’s optics.

The battle lines at the exchange are equally clear. Commerzbank’s stock closed Friday at €36.76, up 1.63 percent on the day. That price sits just below the 52-week high of €38.15 and comfortably above the 50-day moving average. In contrast, UniCredit’s offer of 0.485 new shares per Commerzbank share implies a value of roughly €31.07 per Commerzbank share — a significant discount that has left the target’s management and the German government, which still holds 12 percent of the shares, firmly opposed.

The first acceptance period for the offer expires on June 16, after which a statutory grace period could extend the process to July 3. All eyes now turn to BaFin. The regulator’s response to the criminal complaint could determine whether UniCredit faces legal roadblocks that slow — or even halt — its advance before the final deadline.