UniCredit’s Tender Tally Under Fire: Commerzbank Flags Derivative Distortion to Regulator

Commerzbank accuses UniCredit of inflating voting rights figures in takeover bid; tender offer is below market price, while Commerzbank posts strong Q1 results and raises guidance.

Commerzbank has escalated its defence against UniCredit’s takeover bid by lodging a complaint with Germany’s financial watchdog, BaFin, alleging the Italian lender is misrepresentating the level of shareholder support for its exchange offer. At the heart of the dispute is how UniCredit calculates its reported voting rights position – a figure that Commerzbank argues gives a misleading impression of market backing.

UniCredit claims control of around 43 percent of Commerzbank’s voting rights. Roughly 27 percentage points come from direct holdings, with the remainder consisting of tendered shares and derivative instruments. The Milan-based bank disclosed on 2 June that 7.58 percent of Commerzbank stock had already been tendered in the exchange offer, a figure it presented as evidence of approval. Commerzbank rejects that narrative. According to its analysis, nearly all the tendered shares come from institutional players, with Nomura alone accounting for around 2.06 percentage points as a derivatives counterparty for UniCredit. Retail investors have submitted a paltry 0.05 percent of their holdings – a figure Commerzbank says underscores that the tender response does not reflect genuine independent support.

The offer itself – 0.485 UniCredit shares for each Commerzbank share – is currently underwater. With Commerzbank’s stock trading at €36.98 on the latest session, the implied value of the bid falls short of the market price, leaving independent shareholders with little economic incentive to tender. The acceptance period, which was initially set to end on 16 June, has been extended to 3 July 2026 to give investors more time. UniCredit has dismissed Commerzbank’s accusations as baseless and refuses to comment on what it calls unsupported allegations.

Strategically, UniCredit has already crossed the 30 percent threshold – its combined direct plus tendered position stands at 34.4 percent – meaning it can now buy additional shares on the open market without triggering a mandatory takeover offer. That flexibility could prove crucial as the battle enters its final weeks.

Commerzbank’s management is countering the bid with a heavy dose of operational substance. Net profit in the first quarter of 2026 rose 9 percent year-on-year to €913 million, while operating profit hit €1.4 billion. The bank’s return on equity improved to 12.7 percent, and it has raised its full-year profit forecast to at least €3.4 billion. Longer term, the “Momentum 2030” strategy targets net income of €5.9 billion and a return on equity of 21 percent – figures the board hopes will convince shareholders that independence offers greater value than a below-market exchange.

JPMorgan rates Commerzbank neutral with a price target of €37, barely above the current share price but well below the 52-week high of €38.15 hit earlier in June. The ball now sits with BaFin: its ruling on whether UniCredit’s tender disclosures breach transparency rules could determine the official power dynamic before the final deadline.