Mystery of the Missing Tenders: Commerzbank Challenges UniCredit’s Acceptance Numbers as Deadline Looms

Commerzbank alleges UniCredit inflated tender acceptance via undisclosed derivatives, prompting a BaFin probe as the bid deadline nears and the offer discount widens.

The battle for Commerzbank took an unexpected regulatory turn last week when the German lender accused UniCredit of inflating its acceptance rate through what it calls “sham tenders.” With the formal bid deadline now just hours away, the dispute has cast a shadow over the numbers that will define whether UniCredit can claim victory — or faces a deeper probe.

A Gap That Won’t Close

Commerzbank’s internal shareholder records tell a story that conflicts sharply with UniCredit’s public filings. On June 10, UniCredit reported that 10.95% of Commerzbank shares had been tendered. Yet the German bank says it could not identify a single institutional investor among that pool. Retail investors accounted for just 0.05 percentage points of the total. The shortfall — nearly 11% of shares that supposedly changed hands without any visible source — prompted Frankfurt to escalate its concerns.

The suspicion centres on the securities lending market. Since UniCredit launched its exchange offer, lending activity in Commerzbank shares has surged more than tenfold. Management interprets this as evidence that almost all tendered stock came from parties connected to UniCredit or its derivatives positions. The timing added fuel: on June 9, the day before the acceptance report, Commerzbank’s share price traded roughly 6% above the implied offer price. Any investor selling at that level would be leaving money on the table — unless hidden compensation agreements existed.

Commerzbank Pushes for Transparency

Commerzbank has formally demanded that UniCredit disclose the essential terms of its hedging and derivative arrangements. All evidence gathered so far has been forwarded to BaFin, Germany’s financial regulator. The board and supervisory board reiterated their recommendation that shareholders reject the bid, arguing that the standalone strategy offers greater long-term value.

The stakes are high. If BaFin confirms that UniCredit used undisclosed side deals to prop up its tender count, the regulator could impose significant penalties — and the reported acceptance figures might have to be recalculated.

As the Clock Winds Down

Meanwhile, the formal acceptance period ends on Tuesday, June 16. As of 14:00 CEST on June 12, some 133.8 million Commerzbank shares had been submitted, representing 12.4% of voting rights excluding treasury stock. That is marginally ahead of the June 10 level but still far short of a controlling stake.

The offer is structured as a share swap: 0.485 UniCredit shares for each Commerzbank share, valued at roughly €31.07 based on UniCredit’s closing price on May 4. With Commerzbank now trading at €36.76 — up 1.63% on Friday — the discount has widened further, making the bid even less attractive to any rational seller.

After the regular deadline, a further acceptance period will run from June 20 to July 3. That window allows latecomers, but the dynamics will depend heavily on what BaFin decides in the interim.

A Tailwind From Frankfurt

The broader market backdrop gave bank stocks a lift on Thursday. The European Central Bank raised its deposit rate by 25 basis points to 2.25%, effective June 17. Higher rates typically support lending margins, a positive signal for the sector.

The ECB also updated its inflation projections, now seeing 2026 euro-area inflation averaging 3.0%, followed by 2.3% in 2027 and 2.0% in 2028. The tightening cycle appears limited in scope.

Tuesday brings a double dose of data for German markets: the UniCredit deadline coincides with the ZEW investor expectations survey for June at 11:05 CEST. On Wednesday, Eurostat will release final May inflation figures for the euro area, after the flash estimate came in at 3.2%, up from 3.0% in April.

Where the Chart Stands

Commerzbank’s stock closed Friday at €36.76, roughly 3.6% below its 52-week high of €38.15 set on June 1. The 200-day moving average sits at €33.84, meaning the share trades about 8.6% above that level, confirming the medium-term uptrend remains intact. The relative strength index of 54.3 signals neither overbought nor oversold conditions.

Whether the shares can challenge the June peak again depends largely on Tuesday’s final acceptance tally — and on how much pressure UniCredit has actually managed to generate beneath the surface.