Commerzbank Stock Surges Past UniCredit’s Offer as Prosecutor Probes Securities Lending Spike

UniCredit's tender for Commerzbank faces a new hurdle as a market manipulation investigation opens; share price rise makes offer unattractive, with key deadline approaching.

The battle for Commerzbank has taken a new twist just hours before UniCredit’s extended tender deadline expires, with the Frankfurt state prosecutor opening a market manipulation investigation linked to an extraordinary surge in securities lending. The volume of Commerzbank shares lent out has multiplied tenfold since the Italian lender launched its all-stock bid, and the German bank has flagged a possible connection to institutions close to UniCredit. The timing could hardly be more dramatic: the final acceptance deadline falls on Friday, July 3, and UniCredit is due to publish the official result on July 8.

Commerzbank’s stock price added further pressure on the bidder on Thursday, jumping 2.72% to close at €38.09. The move pushed the shares comfortably above the current value of UniCredit’s exchange offer of 0.485 of its own shares per Commerzbank share. At the end of June, the two had been almost neck?and?neck — a Commerzbank close of €37.06 compared with an offer worth roughly €37.23. Now the differential has reopened, making it financially unattractive for shareholders to tender their stock rather than sell in the open market. The share price is now only 2% below the 52?week high of €38.85 reached on June 19.

The dispute over how many independent investors have actually tendered remains at the heart of the standoff. UniCredit reports that 12.51% of shares were tendered during the regular acceptance period, which, combined with its existing 26.77% stake and physically deliverable instruments, gives it a claimed overall position of 42.5%. Commerzbank contests that reading vehemently. In a letter to shareholders dated June 26, the bank stated that among free?float holders only slightly more than 1% had tendered, with banks accounting for the bulk of the 12.5% figure and retail investors a mere 0.05%. Both management and the supervisory board rejected the offer on May 18, arguing it undervalues the bank and provides no appropriate premium.

The German government has also sided firmly with Commerzbank’s push for independence. The steering committee of the Financial Market Stabilisation Fund turned down the bid on June 16, citing the lack of a premium and the bank’s standalone strategy. The legal probe adds a fresh layer of uncertainty. If the Frankfurt prosecutor finds evidence of market manipulation linked to the securities lending spike, it could further undermine the legitimacy of UniCredit’s tender numbers and strengthen Commerzbank’s hand.

Despite the escalating friction, analysts remain upbeat about UniCredit itself. JPMorgan placed the Italian bank on a “Positive Catalyst Watch” on July 2, expecting it may nudge up its earnings guidance at the next quarterly results. The note stressed that the bank’s financial strength is independent of the outcome of the Commerzbank bid. Still, the path to any deal closing is long: full regulatory approval is not expected before 2027, and even a positive tender result would not seal the transaction immediately if a majority of shareholders have not backed it.

Chart watchers see near?term support for Commerzbank at the 50?day moving average of €36.52, a level the stock has held well above after Thursday’s surge. The 200?day average at €34.21 offers a further safety net if sentiment sours. On the upside, the 52?week high at €38.85 is the next target, but the stock’s 22% volatility range over the past year warns against complacency. Much of the speculative premium from a possible takeover is already baked into the price, meaning a disappointing final acceptance figure could erase the buffer quickly.

Two key dates will shape the narrative in the coming weeks. The July 8 announcement of the ultimate tender count will show whether UniCredit can credibly claim broad support, while Commerzbank’s second?quarter interim report in August will test the bank’s fundamental case for going it alone. Until then, every update from the prosecutor’s office and any shift in the securities lending data will be scrutinised for clues about the next move in this increasingly bitter corporate saga.