Retail Investors Virtually Snub UniCredit’s Commerzbank Offer as Works Council Files Criminal Complaint

Criminal complaint filed by Commerzbank works council alleges UniCredit inflated takeover acceptance rates via investment banks; retail participation only 0.05% as offer lags market price.

The high-stakes battle for Commerzbank intensified over the weekend as the lender’s works council filed a criminal complaint against UniCredit, accusing the Italian suitor of market manipulation. The move comes as the acceptance deadline for the takeover offer nears and scrutiny of the bid’s actual appeal deepens. At the heart of the allegations is a claim that UniCredit has artificially inflated the apparent success of its offer by relying almost exclusively on tenders from investment banks while retail investors have all but ignored the deal.

The works council, backed by the Verdi union, alleges that UniCredit violated Germany’s securities trading laws by creating a misleading picture of acceptance rates. Works council chief Sascha Uebel accused the bank of deceiving investors about the true level of support for the offer. The complaint targets the way UniCredit has built up its reported stake of nearly 38% in Commerzbank, arguing that the source of the tendered shares calls the credibility of the bid into question.

Internal analysis reveals that the vast majority of shares tendered came from a concentrated pool of investment banks, including Nomura, Citigroup and Jefferies — all institutions with close ties to UniCredit. By contrast, independent retail investors accounted for a mere 0.05% of the total shares received under the offer. That vanishingly small participation rate has become a flashpoint, with the works council arguing it exposes the bid’s lack of genuine market acceptance.

A key reason for the indifference among small shareholders lies in the economics of the deal. UniCredit is offering 0.485 of its own shares for each Commerzbank share, an implied value of €31.07 per Commerzbank share. That figure sits roughly €1.50 below the current market price, making the offer structurally unattractive to any investor who can sell on the open exchange instead. Commerzbank’s management has rejected the proposal as inadequate and continues to push for independence, a stance backed by the German government, which still owns a 12% stake.

The market has taken a clear side. Commerzbank shares closed Friday at €36.76, up 1.63% on the session, hovering just below a 52-week high of €38.15. The stock now trades about 8% above its 200-day moving average, underlining the resilience of the uptrend that has carried the shares well beyond the takeout price. The premium enjoyed by the market price over the offer effectively punishes anyone who tenders rather than sells.

The formal acceptance period for the current offer ends on Tuesday, June 16. Germany’s financial regulator, BaFin, has already opened a probe into the build-up of UniCredit’s stake and the allegations raised by the works council. UniCredit has denied any wrongdoing. If the regulator finds merit in the complaint, it could trigger a deadline extension — permissible until July 3 — or even derail the timeline entirely. With the criminal complaint now on the table and BaFin’s investigation underway, UniCredit may be forced to fundamentally rethink its approach if it hopes to secure a controlling position in Germany’s second-largest private lender.