Commerzbank Fight Takes A Surprise Turn As Ex-UniCredit Chief Pitches A German Champion Plan
Published on 06/12/2026 at 02:42 | Redaktion boerse-global.de
The battle for Commerzbank is no longer a simple two-way contest. Jean-Pierre Mustier, a former UniCredit chief executive, has thrown a third option onto the table. According to a report in the Süddeutsche Zeitung, Mustier is advocating for a structure that would fold UniCredit’s German subsidiary, HypoVereinsbank, into Commerzbank, creating a home-grown banking heavyweight. The proposal is a sharp departure from the approach of UniCredit’s current boss, Andrea Orcel, who is pursuing a direct takeover via a share-exchange offer. While the Mustier plan remains a mere scenario with no confirmed execution, it has already shifted the terms of the debate.
The immediate flashpoint, however, remains the contested tender numbers. UniCredit reported on June 10 that 10.95% of Commerzbank’s shares had been tendered into its offer, pushing its total economic exposure, including derivatives, to an estimated 40.9%. But Commerzbank has publicly challenged the figure, arguing that the tender count is misleading. Based on its own shareholder data, the bank insists that no institutional investor has submitted shares. Private retail investors accounted for a negligible 0.05%, unchanged from earlier counts. The implication is that the vast majority of tendered stock comes from entities tied to UniCredit itself or from banks that may have borrowed shares for the purpose.
The stock lending angle has become the core of the dispute. Commerzbank noted an “unusual” spike in lending activity in its shares around the time of the offer, raising questions about whether borrowed stock has been used to inflate the acceptance tally. Such shares can be delivered into a bid without the knowledge or consent of the ultimate economic owner. UniCredit has dismissed the concerns as “purely speculative,” telling Reuters that tendered shares are tendered shares regardless of origin. The Italian lender now holds 37.68% of Commerzbank’s equity outright, but the real test of independent shareholder support remains unclear.
Should investors sell immediately? Or is it worth buying Commerzbank?
While the two sides clash over the numbers, Commerzbank is pressing ahead with its own strategic narrative. After the first quarter of 2026, the bank lifted its full-year net income forecast to at least €3.4bn. Operating profit rose 11% to €1.358bn, and net income after tax came in at €913m. The improved outlook is central to Commerzbank’s argument that shareholders should reject UniCredit’s bid, which offers 0.485 new UniCredit shares per Commerzbank share. During the acceptance period, Commerzbank’s stock has traded roughly 6% above the implied value of that consideration, or about €2.30 per share — a gap the bank sees as proof that the offer undervalues the company.
The share price itself reflects the uncertainty. At the last close, Commerzbank shares stood at €36.17, roughly 5% below the 52-week high of €38.15 reached in early June. Over a twelve-month horizon the stock has gained around 29%, driven largely by the takeover narrative rather than organic growth. But the current discount to the year high suggests the market still sees significant risk that the deal may not succeed on UniCredit’s current terms.
The immediate calendar is clear. The regular acceptance period for UniCredit’s offer runs until June 16, 2026. An extended window is expected to open from June 20 to July 3. A regulatory clearance from the European Central Bank is not anticipated before 2027. In the meantime, Commerzbank continues to feed data to BaFin, Germany’s financial regulator, and has kept up its public push for greater transparency over the provenance of tendered shares. The outcome of the next acceptance update — and whether UniCredit can show a broader base of genuine support — will likely determine how the market judges its chances.
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