Criminal Complaint and Capital Overhang: UniCredit’s Commerzbank Pursuit Faces Dual Headwinds

The battle for control of Commerzbank has entered a new phase, with the Italian lender UniCredit now confronting both a criminal investigation and a potentially crippling regulatory capital burden. The works council’s decision to file a criminal complaint for suspected market manipulation has added a legal dimension to the takeover saga, even as fresh analysis suggests the deal could eat up billions of euros in core equity.

A widening rift over acceptance numbers

At the heart of the legal complaint is a sharp dispute over the true acceptance rate of UniCredit’s exchange offer, which stands at 0.485 UniCredit shares for each Commerzbank share. UniCredit has claimed that by the end of the regular tender period on June 16 it had secured 12.51% of outstanding shares. Combined with its existing 26.77% stake and delivery instruments covering a further 3.22%, the bank puts its total firepower at 42.50% — or 44.33% after accounting for the cancellation of own Commerzbank shares.

Commerzbank management, led by CEO Bettina Orlopp, has publicly contradicted that narrative. According to the German lender, only 1.29% of institutional investors and 0.05% of retail shareholders have actually tendered their shares. That leaves 11.17 percentage points of the declared acceptance rate traceable to banks that were prompted to participate through derivative transactions — not genuine investor demand. Orlopp stressed that hundreds of institutional holders have remained loyal to Commerzbank.

The discrepancy has prompted Commerzbank to ask BaFin to investigate, arguing that UniCredit’s presentation is misleading without additional context. The trade union Verdi has also written to BaFin chief Mark Branson demanding a thorough review of the Italian bank’s communications. Frankfurt prosecutors have already begun preliminary inquiries into possible market manipulation.

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The billion-euro capital question

Even if UniCredit were to secure enough shares to cross the control threshold, the financial calculus is daunting. Autonomous Research estimates that a full consolidation of Commerzbank would trigger a CET-1 charge of €6.5 billion to €7.0 billion for UniCredit — roughly 225 basis points. The gross impact is calculated at nearly €9 billion.

Some relief could come from the so-called Danish Compromise, which the analysts expect to yield around 75 basis points of regulatory benefit in the third quarter. That would dampen the blow but by no means cancel it. The reason for the sharp jump in capital consumption is that once UniCredit assumes control, the stake would no longer qualify as a financial investment. Instead, Commerzbank’s entire risk-weighted assets would be swept into UniCredit’s regulatory consolidation perimeter.

A crucial week in July

The extended acceptance period runs until July 3, 2026, with the final result scheduled for publication on July 8. That date also marks the start of the real litmus test: the European Central Bank will begin its review of the control issue, the new consolidation scope, and the capital treatment of the transaction. The market is already pricing in the takeover dynamics: Commerzbank shares trade at €37.48, roughly 3.5% below their 52-week high of €38.85 but still nearly 10% above the 200-day moving average. Over the past twelve months, the stock has gained around 38%.

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The coming weeks will see UniCredit forced to defend its acquisition narrative on three fronts: in the court of public opinion, before BaFin and the Frankfurt prosecutor, and ultimately in the EZB’s capital adequacy calculations. With each front carrying its own risks, the path to a completed takeover looks anything but straightforward.

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