Regulator Probes UniCredit’s Tender Tally as Commerzbank Questions Derivative-Driven Support

Commerzbank asks German regulator to examine UniCredit's takeover portrayal, alleging tendered shares largely stem from derivative counterparties, not independent investors, raising doubts about genuine shareholder backing.

Commerzbank has asked Germany’s financial watchdog to examine whether UniCredit’s public portrayal of its takeover offer overstates genuine shareholder backing. The Frankfurt-based lender contends that the bulk of the 7.58% of shares tendered so far originate not from independent investors but from derivative counterparties linked to the Italian bank itself.

At the heart of the dispute is a mandatory disclosure UniCredit filed on 2 June 2026, which showed direct holdings of 26.77% alongside tendered stock worth 7.58%. In addition, the Italian group reported total-return swaps covering 3.22% of voting rights and other economically similar instruments representing 13.19%. Commerzbank does not challenge the accuracy of the figures, but argues that lumping these categories together creates a misleading impression of control. Direct equity, tendered shares and derivatives carry very different legal and economic implications, it says.

The criticism is sharpened by what Commerzbank describes as the unusual provenance of the tendered stock. Approximately 2.06 percentage points of the 7.58% came from Nomura, a derivatives counterparty of UniCredit. The lender says it has not identified a single independent institutional investor among the tenderers, while retail shareholders accounted for just 0.05% of the total. That pattern, Commerzbank argues, suggests the offer’s apparent traction is little more than an artefact of pre-existing derivative relationships.

The market appears to share the scepticism. Commerzbank shares traded at €36.90 on Tuesday, up 1.4% from the previous close of €36.39 and well above the implied value of UniCredit’s exchange offer, which swaps one Commerzbank share for 0.485 new UniCredit shares. With the stock also sitting above its 50-day moving average of €35.03 and within striking distance of the 52-week high of €38.15, the financial incentive for independent shareholders to tender remains conspicuously absent.

UniCredit’s strategy, however, is not solely dependent on a high acceptance rate. By combining its direct stake with the tendered shares, the Italian lender has crossed the 30% threshold, giving it a total position of 34.4%. That milestone removes the obligation to launch a mandatory bid for further purchases, granting UniCredit greater flexibility to accumulate additional stock on the open market without triggering a fresh offer.

Commerzbank’s defence has not been confined to regulatory channels. The lender reported a net profit of €913 million for the first quarter of 2026, a 9% increase year-on-year, while operating profit reached €1.4 billion. Return on equity improved to 12.7%. Its medium-term “Momentum 2030” strategy targets net income of €5.9 billion and a return on equity of 21%, a message intended to convince shareholders that the standalone valuation exceeds anything UniCredit is offering.

JPMorgan has adopted a neutral stance on the stock with a price target of €37.00, marginally above the current level but below the recent peak. The regular acceptance period for UniCredit’s bid expires at midnight Frankfurt time on 16 June 2026, with preliminary results expected on 19 June. A further acceptance window could open on 20 June and run until 3 July.

BaFin’s review will now determine whether UniCredit’s tender tally passes muster on transparency grounds. If the regulator finds fault, it could alter the dynamics of a takeover battle in which the gap between market price and offer terms has so far been the most telling barometer of investor sentiment.