Commerzbank Challenges UniCredit’s Tender Figures as BaFin Launches Probe into Takeover Bid
23.06.2026 - 11:15:46 | boerse-global.de
The battle for Commerzbank has moved from the negotiating table to the regulator’s office. Germany’s second-largest listed lender has formally asked the Federal Financial Supervisory Authority (BaFin) to investigate whether UniCredit’s published acceptance numbers are misleading — a move that adds a new layer of uncertainty to the already fraught takeover saga.
Frankfurt-based Commerzbank argues that the Italian bank’s claimed 39.3% control after the regular acceptance period on June 16 doesn’t add up. Of that total, UniCredit said roughly 26.8% came from its existing stake and 12.5% from shares tendered during the offer. Including derivative positions, UniCredit pegs its potential voting influence at 42.5%. But Commerzbank’s own analysis of the shareholder register paints a starkly different picture: not a single institutional investor tendered its shares, and retail holders submitted a mere 0.05% of their holdings. The suspicion, laid out in a complaint to BaFin, is that virtually all of the tendered stock came from banks or parties with direct ties to UniCredit that held no meaningful positions before the offer.
The regulatory probe throws another obstacle in UniCredit’s path, just as the political front hardens. Berlin has made clear it will not sell its roughly 13% stake — a position that keeps the German state as the second-largest shareholder and effectively blocks any near-term squeeze-out or delisting. Government officials have labelled UniCredit’s tactics, particularly its heavy use of derivatives, as aggressive and unacceptable for a bank deemed systemically important to the German economy. The current offer, they argue, lacks a sufficient premium.
Should investors sell immediately? Or is it worth buying Commerzbank?
The market has taken the escalating tensions in stride. Commerzbank shares closed at €37.88 on the most recent trading day, just 2.5% below the 52-week high of €38.85 set on June 19. The stock has climbed 4.35% over the past seven days, recovering from a 1.08% dip to €37.47 that followed Berlin’s initial rejection. The price remains comfortably above its medium-term trendline, suggesting investors are pricing in a protracted standoff rather than an outright collapse of the deal.
Commerzbank’s management is hardly sitting idle. Chief executive Bettina Orlopp has made clear that any friendly integration would require a double-digit percentage premium to the current share price. A high-level meeting in late May failed to bridge the gap, and the board is now leaning on its own standalone strategy, which targets a net profit of at least €3.4 billion by 2026. Orlopp’s argument: shareholders are not being offered real value.
UniCredit chief Andrea Orcel has responded by extending the exchange offer until July 3, 2026 — an unusually long runway that gives him time to craft an improved bid. The official final result of the offer is scheduled for July 8. By then, BaFin’s findings could weigh heavily on the timeline. For now, the ball is back in Milan’s court: a better price, or more regulatory headaches.
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