UniCredit's Tender Triumph at Commerzbank Questioned as BaFin Probes Derivative-Linked Holdings

Commerzbank accuses UniCredit of inflating exchange offer success as regulators probe transparency; below-market bid and strong earnings fuel defense.

The battle for Commerzbank has taken a regulatory turn, with the German lender accusing UniCredit of inflating the success of its exchange offer. At the heart of the dispute is the quality—not just the volume—of shares tendered. UniCredit reported on 2 June that 85.4 million Commerzbank shares, equivalent to 7.58% of the capital, had been pledged. Combined with its existing direct stake of 26.77%, the Italian bank would gain a grip on just over 34% of the total equity. But Commerzbank has pushed back, arguing that the vast majority of those tender declarations came from banks and corporate entities tied to UniCredit's derivative counterparties rather than from independent investors. Nomura alone accounted for roughly 2.06% of the tendered position, while retail shareholders contributed a mere 0.05%. The watchdog has been asked to examine whether the disclosure breached transparency rules—a referral that could escalate into a formal sanction.

UniCredit's below-market bid is one reason genuine holders are staying on the sidelines. The offer swaps each Commerzbank share for 0.485 UniCredit shares, a deal that values the German stock at significantly less than its current trading price. Commerzbank shares closed Wednesday at €36.39, just 4.6% shy of their 52-week high of €38.15. Accepting would mean leaving money on the table, a point management drove home by calling the move economically illogical. Yet the tactic is not without strategic purpose for UniCredit. By crossing the 30% ownership threshold through a combination of direct holdings and tendered shares, the Milan-based lender has removed the obligation to launch a mandatory takeover bid for any further open-market purchases. That freedom gives it greater room to accumulate equity at its own pace, even if the tender itself fails to win over the majority.

Commerzbank is countering with a numbers-based defence that underscores its standalone value. In the first quarter of 2026, net profit climbed 9% year-on-year to €913 million, while operating profit reached €1.4 billion. The return on equity improved to 12.7%. Under the "Momentum 2030" strategy, the board has set a 2026 net income target of at least €3.4 billion—€200 million higher than previous projections—alongside a long-term ambition of €5.9 billion in net profit and a 21% return on equity by the end of the decade. To get there, the bank is ploughing €600 million into artificial intelligence while cutting 3,000 more jobs. JPMorgan, which rates the stock neutral with a price target of €37, sees limited near-term upside from the current level, but the message to shareholders is clear: staying independent offers more upside than UniCredit's bid.

The acceptance period for the exchange offer runs until 16 June, although UniCredit can extend the deadline to 3 July. BaFin, which already barred the Italian bank from publishing "unsachliche Werbung" (inappropriate advertising) in April, is now weighing whether the tender announcement itself was misleading. A decision in Commerzbank's favour could further box UniCredit in, potentially requiring a correction or even a suspension of the offer's communications. For now, the standoff turns on whether the played shares reflect genuine market sentiment or a cleverly engineered accounting squeeze—a question only BaFin's review can settle.