Just 0.05% of Tendered Commerzbank Shares Come From Retail Investors as Suspicion Mounts Over UniCredit’s Bid

Nearly 12% of Commerzbank shares tendered to UniCredit despite stock trading above bid price; management flags manipulation, works council files criminal complaint.

The numbers don’t add up — and Commerzbank’s management, its employee representatives and Germany’s financial regulator all want to know why. Roughly 134 million Commerzbank shares, representing nearly 12% of the bank’s capital, have been handed into UniCredit’s exchange offer. Yet the stock closed Friday at €36.76, a hefty premium to the bid’s implied value of €31.07 per share. Anyone accepting the offer at these levels is taking a clear loss, a fact that has triggered alarms all the way from Frankfurt to Bonn.

The figures tell a curious story. UniCredit already held just under 27% of Commerzbank directly before the tender. Adding the shares tendered so far pushes the Italian lender’s effective stake to roughly 38%. But market watchers are less focused on the total than on who is doing the tendering. According to market sources, the overwhelming majority of the delivered stock comes from institutional players in UniCredit’s orbit — Nomura, Citi and Jefferies are among those cited. Retail investors, by contrast, have almost completely ignored the offer. Only 0.05% of the tendered shares originated from small shareholder accounts.

Behind those numbers lies the suspicion that the acceptance rate is being artificially inflated. Commerzbank’s management has already flagged the unusual pattern to the Federal Financial Supervisory Authority (BaFin), questioning the economic rationale behind transactions that appear to hand money away. On Friday, the board warned shareholders once more against accepting the offer, pointing out that the stock traded about 6% above the bid’s theoretical value — a gap that should make any rational investor think twice.

Adding to the pressure, the bank’s works council, backed by the Verdi union, has filed a criminal complaint against UniCredit alleging market manipulation under Germany’s Securities Trading Act (WpHG). Works council chief Sascha Uebel accused the Italians of misleading investors about the true level of acceptance for what he called an economically unattractive proposal. The complaint shifts the fight from the supervisory arena into the criminal justice system, raising the legal stakes for UniCredit.

Commerzbank’s leadership has made clear its determination to stay independent, and the German government — which still holds a 12% residual stake from the 2008 bailout — has likewise signalled its opposition to the takeover. The share price itself has backed management’s defiance: the stock has climbed nearly 32% over the past twelve months and closed just a whisker below its 52-week high of €38.15 on Friday, reflecting investor confidence that the bank can fend off the Italian giant.

With the regular acceptance period for UniCredit’s current offer set to expire on June 16, all eyes now turn to BaFin’s response. If the regulator finds merit in either the management’s notification or the works council’s criminal complaint, it could impose measures that throw the timeline into disarray. A statutory grace period would then run until July 3, but legal hurdles may already be stacking up. For now, the battle for Commerzbank is being fought as much in the corridors of regulatory power as on the trading floor.