Workers’ Body Accuses UniCredit of Market Manipulation in Commerzbank Stake Battle
14.06.2026 - 02:02:22 | boerse-global.de
The Commerzbank group works council has filed a criminal complaint against UniCredit, alleging the Italian lender manipulated market data during its ongoing takeover bid. The decision was made on June 12, with the council citing sections 119 and 120 of the German Securities Trading Act (WpHG).
At the heart of the dispute are the acceptance figures UniCredit reported for its public exchange offer. The bank stated that roughly 11.22 percent of shares had been tendered, which would lift its total stake in Commerzbank to between 37 and 38 percent. The works council argues those numbers are suspect and that the announcement itself distorted the share price.
The offer terms also drew fire. UniCredit proposed swapping 0.485 of its own shares for each Commerzbank share — a value the council says trailed the market price by about 1.50 euros. Commerzbank stock closed near 35.78 euros on June 12, the day the complaint was filed.
Commerzbank has already alerted the Federal Financial Supervisory Authority (BaFin). UniCredit denied the allegations. According to a regulatory filing dated June 2, the Italians directly hold 26.77 percent of Commerzbank shares, with additional voting rights via instruments such as total return swaps. The regular acceptance period runs until June 16.
Separately, another cross-border takeover is unfolding in the fashion sector. On June 10, Britain’s Frasers Group announced a voluntary public cash offer for Hugo Boss, proposing 38.00 euros per share for the remaining stakes it does not already own. Frasers already controls just over 26 percent of the Metzingen-based fashion house, valuing the entire company at roughly 2.7 billion euros.
Markets reacted swiftly. On June 11, Hugo Boss shares jumped nearly 10 percent to 40.05 euros — well above the bid price. The offer had represented a premium of about 4 percent over the previous day’s closing level.
Hugo Boss’s management and supervisory board said they would thoroughly review the unsolicited bid. A consortium of international banks is expected to provide financing.
Analysts view the move as a tactical play. DZ Bank downgraded Hugo Boss shares from “Buy” to “Hold” on June 12, with a fair value estimate of 42 euros. They note that Frasers appears to be pushing past the 30-percent threshold to avoid triggering a mandatory follow-up offer later — a classic strategic bargain-hunt.
Operationally, Hugo Boss remains in a restructuring phase. Significant revenue growth and margin improvement are not expected before fiscal 2027. Frasers aims to close the acquisition by the end of 2026, while continuing to back CEO Daniel Grieder’s premium-segment expansion plans.
