Commerzbank Pushes Back on UniCredit’s Acceptance Rate Amid Stock Lending Anomaly
12.06.2026 - 07:11:45 | boerse-global.de
The tug-of-war over Commerzbank took an unusually acrimonious turn this week as the German lender publicly questioned the validity of UniCredit’s takeover numbers. With just days left before the formal acceptance deadline, Commerzbank argued that the 10.95% acceptance rate reported by the Italian bank is misleading — because almost none of those shares came from genuine independent shareholders.
According to Commerzbank’s own analysis, retail investors accounted for a mere 0.05% of total acceptances. The rest, it claims, originated from banks and counterparties with ties to UniCredit. The German institution has now called for full disclosure of hedging and derivative positions held by UniCredit and its affiliates, warning that the current figures cannot be taken as evidence of real shareholder support.
Adding to the suspicion, Commerzbank highlighted that securities lending in its shares has surged more than tenfold since the offer was announced. The bank did not rule out a direct link between that activity and the pattern of acceptances from connected parties. The matter has been flagged to BaFin, Germany’s financial regulator, which now holds the key to any further transparency requirements.
The debate over who is tendering is amplified by a clear price gap. UniCredit’s offer — 0.485 of its own shares for each Commerzbank share — was valued at roughly EUR 31.07 when the offer document was published. At that time, Commerzbank closed at EUR 34.02, a premium of 8.7%. Since then, the gap has narrowed slightly but Commerzbank still trades at a significant advantage. The stock settled at EUR 36.24 on the latest close, about 6% or EUR 2.30 above the offer’s current equivalent.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s management, which continues to recommend rejection, argues that no rational investor would tender shares below the prevailing market price. No institutional investor has yet been identified as having accepted the offer. The only acceptances, outside of UniCredit’s own block, appear to come from retail holders, and even that figure remains negligible.
UniCredit has dismissed the criticism as “purely speculative”, insisting that the facts have not changed. The Italian lender already owns 26.77% of Commerzbank. Adding the accepted shares would push its economic exposure to 37.68%. Market observers note that large investors often wait until the final hours of a tender period to decide, leaving a slim window for a surge in acceptances before the regular deadline.
The formal acceptance period ends on June 16, 2026, with preliminary results scheduled for June 19. A secondary acceptance window will run from June 20 to July 3. Meanwhile, Commerzbank shares remain near their 12-month highs, having climbed roughly 30% over the past year. The stock sits about 5% below its June 1 peak of EUR 38.15, reflecting the persistent uncertainty surrounding the outcome of the bid.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
Both sides are now waiting to see whether BaFin will step in to demand greater transparency — and whether the final acceptance tally will justify the controversy. The coming days will determine whether the price gap closes or widens, and with it, the fate of one of Germany’s most contested takeover battles in years.
Ad
Commerzbank Stock: New Analysis - 12 June
Fresh Commerzbank information released. What's the impact for investors? Our latest independent report examines recent figures and market trends.
