Commerzbank Files Criminal Complaint as Takeover Acceptance Figures Come Under Fire
25.06.2026 - 17:24:13 | boerse-global.de
A bitter war of words has erupted in the battle for Commerzbank, with the German lender's management filing a criminal complaint against UniCredit for alleged market manipulation — and simultaneously dismantling the Italian bank's claim that more than 12% of shareholders had tendered their shares.
The core of the dispute is the 12.51% acceptance rate reported by UniCredit for the first offer period. According to Commerzbank's internal analysis, that number is heavily inflated. Only 1.29% of the shares came from genuine institutional investors, with retail investors adding a mere 0.05%. The remaining 11.17% were tendered by banks, which the management suspects are derivative and hedging positions linked to UniCredit itself. “These are not independent shareholders showing a real willingness to sell,” the board argues.
The works council's criminal complaint, filed with prosecutors, accuses UniCredit of misleading investors by presenting the 12.51% figure as a sign of broad market support. Commerzbank's leadership stresses that, as the issuer, it has full visibility into its shareholder register and can confirm that hundreds of institutional funds and over 500,000 retail investors have held their positions.
Adding to the suspicion, the volume of securities lending in Commerzbank shares has surged more than tenfold since the offer was published. The bank warns that this distorts the true picture of shareholder sentiment. It is supplying data to BaFin on an ongoing basis to ensure the regulator can assess the real ownership structure.
Should investors sell immediately? Or is it worth buying Commerzbank?
From Berlin, the federal government — which holds around 12% of Commerzbank — has signalled it will not sell its stake to UniCredit. Andrea Orcel's plans for the German mid-cap lending business continue to face political headwinds.
Countering with a Strategy of Independence
Parallel to the legal pushback, Commerzbank is accelerating its “Momentum 2030” strategy. The plan aims to lift the bank’s market value through organic growth and investments in artificial intelligence, making independence more attractive to shareholders than swapping into UniCredit paper. Key pillars include expanding comdirect and the Polish mBank.
UniCredit counters with expected annual synergies of €1.5bn to €2.0bn from a merger. But both Commerzbank’s management and the German government recommend rejecting the offer, arguing it offers no adequate premium over the bank’s intrinsic value.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
The market has so far taken the brawl in stride. Commerzbank shares traded at €37.60 on the day, up 0.53% from the previous close — comfortably above their 200-day moving average of €34.09 — while a recent close of €37.40 still leaves the stock just 3.7% below its 52-week high of €38.85. Over the past twelve months, the shares have gained roughly 37.5%.
Final Countdown
The extra acceptance period is expected to end on 3 July 2026, with the final tender ratio announced on 8 July. Unless independent large investors shift their stance, a successful takeover without an improved offer looks improbable. Orcel must either sweeten the bid or accept that a majority stake in Commerzbank will remain out of reach.
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