Derivative Hedging and Dismal Retail Take?Up Spark Criminal Complaint in German Bank Takeover
12.06.2026 - 09:03:11 | boerse-global.de
A startling imbalance in who accepted Unicredit’s takeover offer for Commerzbank has prompted the German lender’s works council to prepare a criminal complaint. According to the latest figures, just 0.05 percent of private investors tendered their shares. The works council suspects that the overwhelming majority of the 10.91 percent of Commerzbank stock already delivered came from banks with existing business links to Unicredit, such as Nomura.
The complaint, to be filed under sections 119 and 120 of Germany’s Securities Trading Act (WpHG), accuses the Italian group of market manipulation and misleading communication during the ongoing takeover battle. On Friday, the group works council convened an extraordinary meeting to formally authorise its chairman to submit the charge. Parallel to this, the German financial regulator Bafin is examining whether Unicredit has been sufficiently transparent about its trading activities.
At the heart of the allegations is a derivative structure that, the works council argues, artificially depressed the economic logic of the offer. Unicredit is proposing to exchange 0.485 of its own shares for each Commerzbank share. At Friday’s trading level, that swap was worth roughly €35.78, while Commerzbank shares traded around €36.41. The offer price has consistently lagged the market price, raising questions about the rationale for tendering.
Transparency over derivatives became a flashpoint after Commerzbank demanded a clearer picture of Unicredit’s hedging. Following a Bafin intervention on Thursday, the Italian bank acknowledged extensive “short” derivative positions covering more than 98 percent of the Commerzbank shares it holds directly, along with total return swaps. The net effect is to reduce Unicredit’s real economic exposure compared with the voting stakes it has reported — a point Commerzbank has repeatedly criticised.
The take?up data, officially published on Wednesday, show that if all tendered shares are accepted, Unicredit’s total stake would rise to 37.68 percent. Including further derivative contracts, the group puts its potential holding at 40.9 percent. Meanwhile, securities?lending activity in Commerzbank shares has jumped more than tenfold since the offer was announced. These transactions are being reported to Bafin, which continues its review.
The original deadline for the voluntary public offer expires on 16 June, with a possible extension to between 20 June and 3 July already flagged. Unicredit chief Andrea Orcel is reportedly in direct contact with the regulator.
In parallel with its defence, Commerzbank has underscored its independence by lifting its 2026 profit target to at least €3.4 billion. The bank posted an operating profit of €1.358 billion in the first quarter. The German federal government, which still holds roughly 12 percent of Commerzbank, recently called the Italian offer inadequate. Unicredit has dismissed the allegations as baseless.
