Suspicion and Rate Tailwind Collide as Commerzbank Bid Enters Final Hours

UniCredit's Commerzbank offer faces criminal complaint, regulatory probe, acceptance discrepancy; German government refuses sale, ECB rate hike aids sector.

With the clock ticking down to Tuesday’s deadline for UniCredit’s exchange offer, the takeover battle for Commerzbank has taken an acrimonious legal turn. The bank’s works council has filed a criminal complaint alleging market manipulation and misleading of the capital markets, while management simultaneously flagged irregularities to Germany’s financial regulator BaFin. The authority is now formally examining the acceptance figures reported by the Italian lender.

The numbers themselves paint a puzzling picture. UniCredit has disclosed that around 11.9% of Commerzbank shares – equivalent to 133.8 million shares and 12.4% of voting rights – have so far been tendered. Yet Commerzbank’s own data suggests that not a single institutional investor can be identified among the acceptors, and the retail shareholder take-up stands at a negligible 0.05%. This chasm has led Frankfurt’s management to conclude that the vast majority of shares came from parties closely aligned with UniCredit – entities that held no material stakes before the offer. UniCredit has strongly rejected the allegations, insisting it has maintained a transparent dialogue with regulators.

The bid’s structure helps explain why large holders have stayed away. UniCredit is offering 0.485 of its own shares for each Commerzbank share, a package valued at roughly €31.07 based on the Italian bank’s closing price on 4 May. With Commerzbank’s stock closing Friday at €36.76, the market is pricing in a significant premium to the bid, making acceptance economically unattractive for most investors. UniCredit’s total exposure, including derivatives, could nonetheless exceed 54%, giving it de facto control even if the formal acceptance rate remains low.

The German government, which holds just over 12% of Commerzbank as its second-largest shareholder, has refused to sell and continues to advocate for the bank’s independence. Its stance provides a further pillar of support for the share price, which has climbed almost 32% over the past twelve months.

In a coincidental boost for the banking sector, the European Central Bank raised its deposit rate by 25 basis points on 11 June, lifting it to 2.25% from 17 June. Higher rates typically bolster net interest margins, and the ECB now sees euro-area inflation averaging 3.0% in 2026 before easing to 2.3% and 2.0% in the following two years. The rate trajectory adds a positive macro backdrop for Commerzbank just as the takeover drama nears its climax.

Technically, Commerzbank shares are trading 3.6% below their 52-week high of €38.15 hit on 1 June. The 200-day moving average of €33.84 sits comfortably below the current price, confirming an intact medium-term uptrend, while the relative strength index at 54.3 points to neutral conditions. Tuesday’s final acceptance figures will likely determine whether the stock can challenge that recent peak – or whether the legal storm and regulatory scrutiny will cap any further upside.