Regulatory Cloud Hangs Over UniCredit’s Commerzbank Bet as Market Prices in a Higher Premium

Regulator BaFin investigates UniCredit's claimed 34.35% stake in Commerzbank amid allegations of inflated tender numbers; market expects improved offer.

The takeover battle for Commerzbank has taken a regulatory twist. Frankfurt has formally asked the BaFin to examine the integrity of the tender numbers reported by UniCredit, casting doubt on whether the Italian lender genuinely holds the 34.35% direct stake it claims. The complaint centres on the nature of the supporting holdings: roughly 2.06% of the tendered shares come from Nomura, acting solely as a derivatives counterparty, and Commerzbank argues that many so-called hedges are not backed by actual stock.

While the regulator pores over the figures, the market is already betting on a better deal. Commerzbank shares changed hands at €36.61 during the holiday session, a 0.60% advance, despite the fact that UniCredit’s formal exchange ratio of 0.485 of its own shares for each Commerzbank share implied an offer value of just €31.07 at the time the offer document was published in early May. The €5.50 gap is the clearest signal yet that investors expect Mailand to sweeten the terms.

UniCredit confirmed on 2 June that it had received tender declarations for approximately 85.4 million Commerzbank shares, equivalent to 7.58% of the capital. Combined with its existing 26.77% direct holding, Milan says it now has effective access to 34.35% of the target. But the Commerzbank board, supported by its supervisory body, accuses the Italian group of conflating direct holdings, derivatives and tendered stock into a single figure that does not reflect true control. The lender’s complaint to BaFin also highlights that investment banks acting as derivative counterparties for UniCredit hold only a limited portion of actual Commerzbank shares as hedges, meaning additional purchases would be required before the claimed ownership levels become real.

The stock has fluctuated during the dispute, recently touching €36.90, and remains comfortably above the implicit offer value. It sits just 4.04% below its 52-week high of €38.15 and trades 4.53% above its 50-day moving average and 8.54% above the 200-day line. The 12-month gain of nearly 36% underscores the resilience of the equity, but the premium is entirely speculative — no improved bid has been tabled.

Commerzbank is not relying on regulatory salvation alone. Its first-quarter operating result hit €1.4 billion, and management has set a net income target of at least €3.4 billion for the full year 2026. The long-term “Momentum 2030” strategy envisages a return on tangible equity of roughly 21% and net income of €5.9 billion by the end of the decade. These figures give the board ammunition to argue that UniCredit’s offer undervalues the standalone business.

The timeline remains drawn-out. The extended acceptance period runs until 3 July 2026, and UniCredit does not expect to close the transaction before 2027, pending regulatory approvals. In the meantime, the European Central Bank’s rate decision on 11 June could provide a tailwind: 74 of 80 economists polled by Reuters anticipate a hike to 2.25%, which would further support the net interest income of German lenders.

The BaFin already ordered UniCredit to pull misleading advertising in April. How the authority now judges the quality of the tender data will shape the next chapter. If the regulator questions the validity of the derivative-linked tenders, UniCredit may find itself forced either to buy additional shares in the open market or to raise its offer to attract genuine holders. Either outcome plays straight into the hands of investors who have already priced in a higher premium.