UniCredit’s Final Gambit: BaFin Complaint and Boardroom Threats as Commerzbank Stock Shows Resilience

Commerzbank shares hold above key averages as UniCredit’s takeover deadline nears; CEO criticizes bidder's tactics; bank's strong fundamentals and dividend support stock.

The clock is ticking on UniCredit’s takeover offer for Commerzbank, with the acceptance deadline expiring at midnight tonight. Yet the target’s shares have shrugged off the mounting pressure, trading at €36.58 on Tuesday — a 1.11% gain from the prior session — and extending a technical resilience that has kept the stock above its key moving averages throughout the weeks of uncertainty.

The Italian lender, which already controls 26.77% of Commerzbank directly and holds derivatives representing another 3.22%, has now formally asked Germany’s financial regulator BaFin to scrutinise statements made by Commerzbank’s management about the true level of support for the offer. According to Reuters, the acceptance rate had reached 11.91% of the bank’s capital as of Monday, giving UniCredit a claimed total position of 41.9%. Commerzbank counters that direct shareholdings, derivatives and tendered shares cannot be treated as equivalent forms of ownership or control.

Commerzbank chief executive Bettina Orlopp fired back at the Euro Finance Summit in Frankfurt, describing UniCredit’s recent remarks as “remarkable” and accusing the would-be buyer of injecting unnecessary disruption into the ongoing process. Her comments came as reports emerged that UniCredit had warned it could, with sufficient shareholder support, elect all of the shareholder representatives to Commerzbank’s supervisory board at an extraordinary general meeting — a move that would effectively give it control over the appointment of the management board. No such resolution has been tabled, but the threat is now firmly on the table.

The stock’s price action tells a different story from the governance drama. Monday’s close of €36.16 was just 5% below the year’s high of 1 June, while the shares remain 1.21% above their 50-day moving average and 6.80% above the 200-day line. Over the past twelve months, the stock has gained 26.39%, and the relative strength index at 49.1 signals neither overbought nor oversold conditions. The short-term dip of 1.39% over the past week and a fractional year-to-date loss of 0.96% look more like digestion than a trend change.

Underpinning that resilience is a fundamental story that goes beyond the takeover saga. The bank raised its full-year guidance earlier this year after a strong operating performance, and its dividend of €1.10 per share — with an ex-date of 21 May — was approved by the annual general meeting alongside fresh authorisations for share buybacks. Management continues to prioritise capital returns, reinforcing a narrative that the equity story rests on profitability and allocation discipline, not on M&A speculation. With a market capitalisation of roughly €40 billion, the bank needs that credibility.

Macro conditions have also shifted in ways that favour the sector. The European Central Bank’s latest rate decision cited persistent inflation and data-dependency, ending the one-sided debate about shrinking net interest margins. While higher-for-longer rates do not automatically boost bank profits, they improve the operating backdrop for institutions that actively manage their deposit books — a box Commerzbank is positioned to check.

Of course, the stock is not without risks. Annualised volatility of 24.86% underscores that this is no defensive holding, and the gap below the year’s high leaves some room for disappointment if the offer result on Thursday falls short of UniCredit’s ambitions. But for now, the technical structure remains intact. The shares are consolidating well above their long-term averages, and the fundamental supports — rate environment, capital return and a raised outlook — appear priced in just enough to absorb near-term uncertainty. The market is waiting, but it has not broken ranks.