Market Prices In a Higher Commerzbank Bid as BaFin Probes UniCredit's Tender Arithmetic

Commerzbank shares trade above UniCredit's offer as tenders face regulatory scrutiny, strong Q1 profits fuel defense.

The market is sending a blunt message about UniCredit's hostile pursuit of Commerzbank. Frankfurt-listed shares in the German lender are changing hands at €36.93, a level that sits comfortably above the implied value of the Italian bank's all-stock exchange offer of 0.485 UniCredit shares per Commerzbank share. The clear premium suggests investors either expect a sweetened bid — despite insiders indicating no such revision is planned — or anticipate that the current approach will fail to win sufficient support.

That calculation has become more complicated since UniCredit announced on 2 June that it had received tenders covering 7.58% of Commerzbank's share capital. When added to the 26.8% it already holds directly, the Milan-based lender claims effective control of 34.4% — a figure that jumps to 37.6% when including physically-settled derivatives and to over 50% when cash-settled instruments worth a further 16.4% of capital are factored in. Commerzbank has questioned that arithmetic sharply, prompting a formal complaint to Germany’s financial regulator BaFin.

The heart of the dispute lies in the origin of those tenders. According to Commerzbank, not a single institutional investor has accepted the offer; retail participation amounts to a negligible 0.05%. The vast majority of the tendered stock, the bank argues, came from derivative counterparties such as Nomura, Citigroup and BNP Paribas, with whom UniCredit maintains total-return swap agreements. Commerzbank alleges that these instruments create synthetic exposure rather than genuine shareholder backing, inflating UniCredit's reported acceptance level. BaFin has been asked to determine whether the tenders reflect real support or merely a mechanical consequence of hedging positions. UniCredit has dismissed the allegations as unfounded speculation.

While the regulatory review plays out, Commerzbank is pointing to its own operational strength as a counterweight to the takeover campaign. The bank delivered an operating profit of €1.358 billion in the first quarter of 2026 — an 11% increase and the best quarterly result in its history. Net profit climbed to €913 million, beating analyst consensus of €868 million. Management has set a full-year net profit target of at least €3.4 billion and revenues of roughly €13.2 billion, underpinning the board’s unanimous recommendation that shareholders reject UniCredit’s terms.

Chief executive Bettina Orlopp laid out the dangers of a partial victory at a Goldman Sachs event in Zurich, warning that a hostile takeover would “destroy a lot of value.” Her greatest concern is a scenario in which UniCredit accumulates between 40% and 50% of Commerzbank without securing operational control — a deadlock she called “the worst option.” UniCredit would need a 75% supermajority to push through structural changes, a threshold the German government and other key shareholders appear unwilling to concede. The most likely outcome of the current offer, in Orlopp’s view, is a stake above 30% that gives UniCredit no effective leverage.

Crossing that 30% threshold, however, carries its own significance under German takeover law: it exempts UniCredit from having to launch a mandatory offer if it buys more shares in the open market, granting it far greater tactical flexibility. BaFin has already flexed its authority in the process, ordering UniCredit to cease what it deemed unsolicited advertising linked to the bid. The regular acceptance period expires on 16 June, with a possible extension to 3 July. A final resolution of the entire takeover procedure is not expected until 2027, given the raft of regulatory approvals still required regardless of the tender’s outcome. The regulator’s verdict on the derivative dispute will determine whether UniCredit enters that final stretch with its claimed support intact — or with its pivotal communication weapon stripped away.