Commerzbank Strafanzeige Exposes Growing Gap Between UniCredit's Bid and Market Price
14.06.2026 - 08:06:26 | boerse-global.de
UniCredit's pursuit of Commerzbank has taken a dramatic legal turn, but the math underlying the offer looks increasingly hard to justify. The works council of the German lender filed a criminal complaint over the weekend, alleging market manipulation and investor deception, just two days before the tender deadline expires.
The complaint, backed by the Verdi union, targets the Italian bank's reported acceptance figures. UniCredit claims 11.22 percent of Commerzbank shares have been tendered under its exchange bid, which would lift its total economic exposure to roughly 38 percent. Works council chief Sascha Uebel disputes that number, arguing it has been artificially inflated.
Internal checks point to a troubling pattern: the vast majority of tendered shares appear to come from friendly investment banks such as Nomura, Citigroup and Jefferies. Independent institutions are staying on the sidelines, while retail participation sits at a paltry 0.05 percent, barely registering in the data.
The reluctance among private investors is no mystery. UniCredit is offering 0.485 of its own shares for each Commerzbank share, a swap that currently values the German stock at around 31.07 euros — roughly 1.50 euros below where it actually trades. Commerzbank closed Friday at 36.76 euros, just a whisker off its 52-week high of 38.15 euros, having gained 1.63 percent on the day.
Should investors sell immediately? Or is it worth buying Commerzbank?
Management has advised shareholders flatly not to accept. With the market consistently pricing Commerzbank above the bid, the incentive to tender is nonexistent for any holder not already tied to UniCredit.
The European Central Bank added a notable tailwind last week, hiking its key deposit rate by 25 basis points to 2.25 percent. Higher interest rates improve lending margins for retail banks like Commerzbank, giving the stock an extra boost. The shares now sit 8.63 percent above their 200-day moving average of 33.84 euros, underscoring the steady upward trend that has persisted since the start of the year.
Time is running short. The regular acceptance period ends on Tuesday, June 16, although UniCredit has the option to extend until July 3. Whether it will need to sweeten the terms depends increasingly on the regulatory response. Germany’s BaFin financial watchdog is already examining the suspicious transactions flagged by the works council, and the criminal complaint ramps up the pressure.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
The German government, which still holds a 12 percent stake, has made no secret of its opposition to the deal. With the bid looking economically unattractive and legal challenges gathering pace, UniCredit faces a narrowing window to salvage its ambitions.
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