UniCredit’s Commerzbank Tender Bid Hinges on Disputed Tally as Stock Holds Near High

UniCredit’s takeover bid for Commerzbank faces a July 3 deadline amid a bitter dispute over shareholder acceptance, regulatory hurdles, and a stock price above offer value.

The clock is ticking on UniCredit’s drawn-out pursuit of Commerzbank. A secondary acceptance window that opened on 20 June will slam shut on 3 July, with the Italian lender due to publish the final tally on 8 July. But the drama goes far beyond the deadline: the numbers from the first round have become the centre of a bitter dispute about who actually tendered and whether the bid has any genuine institutional support.

UniCredit’s initial acceptance period ended on 16 June with roughly 141 million Commerzbank shares handed in – a figure it says represents 12.51% of the German bank’s share capital. Combine that with the 26.77% UniCredit already holds directly, and the group’s stated position swells to about 40% when including instruments that carry a delivery right for a further 3.22% and cash-settled derivatives covering around 13.19%. Crucially, the cash-settled instruments carry no voting rights and no claim to the underlying shares. The exchange ratio itself remains unchanged: 0.485 new UniCredit shares for every Commerzbank share tendered.

Commerzbank, however, has poured cold water on those acceptance figures. In a statement issued on 10 June, the German lender said it had not identified a single institutional investor that had taken up the offer. According to its own data, the uptake among retail investors stood at a paltry 0.05%. The bank has been forwarding its calculations to BaFin, Germany’s financial regulator, and has urged market participants not to draw conclusions until the figures are fully clarified. The dispute therefore extends well beyond the headline 12.51% – it questions whether that number reflects genuine shareholder support or something more opaque.

Even if UniCredit manages to boost the acceptance rate during the additional period, the deal is by no means a done deal. The Italian bank lists a raft of outstanding conditions: merger control clearance, foreign trade law approvals, an EU review of foreign subsidies, and sign-offs from financial supervisory authorities. A handful of conditions – relating to insolvency, capital increases and market changes – were considered satisfied as of 16 June, but the remainder keep the transaction in regulatory limbo.

The stock price tells its own story. Commerzbank shares closed on Friday at €38.33, just 1.34% below their 52-week high of €38.85, a level reached as recently as 19 June. The year-to-date gain stands at roughly 39%. The relative strength index sits at 63.8, pointing to elevated momentum without tipping into overbought territory. Notably, the current market price sits well above the implied value of UniCredit’s exchange offer, meaning any shareholder who tenders now would effectively swap into UniCredit stock at a discount to the spot market – a dynamic that is likely to further discourage participation.

When UniCredit releases the updated acceptance figures on 8 July, the market will finally see whether institutional holders have broken their silence during the extra period. For now, Commerzbank’s pointed challenge remains unresolved, and the Italian lender’s path to a majority is far from clear.