Commerzbank Stock Outperforms UniCredit’s Bid as Tender Results Spark Dispute Over Institutional Support
20.06.2026 - 06:12:36 | boerse-global.de
Trading just 1.3% below a 52-week high, Commerzbank’s share price is delivering a market verdict that stands in sharp contrast to UniCredit’s hostile takeover campaign. The stock closed at €38.37 on Friday, leaving the implied value of the Italian lender’s all-share offer trailing by a wide margin — a signal that investors are betting on the German bank’s standalone future rather than a cut-price combination.
The first acceptance period for UniCredit’s exchange offer ended on June 16, and the numbers tell a story of lukewarm voluntary support. Only 12.51% of Commerzbank shareholders tendered their shares under the offer terms of 0.485 UniCredit shares for each Commerzbank share. When added to the 26.77% stake UniCredit already holds, the direct ownership stands at 39.28%. But the Italian bank’s total economic exposure is larger: instruments carrying a right to physical delivery of a further 3.22% push the aggregate position to 42.5%.
Commerzbank’s management has fired back with a pointed challenge to the quality of those acceptances. In a June 10 statement, the bank said its own data showed not a single institutional investor had tendered shares by that date. The accepted securities, it argued, came almost exclusively from banks and parties connected to UniCredit itself. The lender also flagged an unusual spike in stock lending of its own shares and confirmed it is feeding the data to Germany’s financial regulator, BaFin, which is already scrutinising the stake-building. The works council has gone one step further, filing a criminal complaint for suspected market manipulation.
Should investors sell immediately? Or is it worth buying Commerzbank?
Chief executive Bettina Orlopp continues to reject the offer outright, pointing to the lack of a control premium and advising shareholders not to accept. Berlin, which still holds roughly 12% of Commerzbank through the state’s restructuring arm, has also refused to tender. UniCredit chief Andrea Orcel has warned that a successful takeover would involve job cuts and a trimming of Commerzbank’s international operations — a prospect that has hardened political resistance.
The structural problem for UniCredit is that Commerzbank’s stock has consistently traded above the offer’s implied value. On June 10, that gap stood at around 6%, or €2.30 per share. The stock’s 12-month gain of nearly 39% and its position 12.94% above the 200-day moving average of €33.97 underscore the market’s preference for the status quo. The 52-week high of €38.85 is now within touching distance, and the takeover premium baked into the price is a direct headwind for the bid.
A second acceptance period opened on June 20 and will run until July 3, with UniCredit expected to publish the final result on July 8. If the stake climbs further, the European Central Bank could impose higher capital requirements to ring-fence the risks of a cross-border merger. The operational settlement of any share exchange is not expected until the second quarter of 2027 at the earliest. Until then, the tug-of-war between market confidence and regulatory reality will remain the defining force behind Commerzbank’s share price.
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