Criminal Complaint and Data War: Commerzbank Strikes Back at UniCredit’s Takeover Narrative
Veröffentlicht: 25.06.2026 um 22:32 Uhr, Redaktion boerse-global.de
The battle for Commerzbank has entered a new, legally charged phase. The bank’s works council has filed a criminal complaint against UniCredit with Frankfurt prosecutors, alleging market manipulation in the Italian lender’s €0.485-per-share exchange offer. The prosecutor’s office confirmed it has opened preliminary investigations.
At the heart of the dispute are conflicting claims about who has actually tendered shares. UniCredit CEO Andrea Orcel insisted that nearly all active large shareholders had either sold their stakes or accepted the offer. Commerzbank chief Bettina Orlopp pushed back publicly, citing her own bank’s direct insight into its shareholder register. The official numbers, she argued, tell a very different story.
Commerzbank’s breakdown of the 12.51% total acceptance rate during the regular tender period reveals a stark imbalance. Banks accounted for 11.17 percentage points of that figure, while institutional investors contributed just 1.29 percentage points and retail holders a negligible 0.05 percentage points. The Frankfurt-based lender contends that a large chunk of the bank-originated shares is likely tied to derivative trades by UniCredit, not genuine investor conviction. Orlopp stressed that the bank’s shareholder base remains “largely unchanged,” spread across hundreds of institutions and more than 500,000 retail investors.
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The legal action has drawn in Germany’s financial regulator. Trade union Verdi has formally asked BaFin chief Mark Branson to conduct a thorough review of UniCredit’s public statements, questioning whether the Italian bank misled the market about the true state of its offer. The dual pressure — a criminal probe and a regulatory inquiry — adds a layer of uncertainty to an already tense takeover saga.
On the trading floor, the escalating war of words has so far left little mark. Commerzbank shares changed hands at €37.67, up 0.72% on the day, and have gained roughly 38% over the past twelve months. The stock sits less than 3% below its 52-week high, suggesting that investors are taking a wait-and-see stance rather than panicking.
The next milestone arrives on July 3, 2026, when the additional acceptance period closes. UniCredit must publish the final tally by July 8. Until then, the real fight is not merely over the percentage of shares tendered, but over whether that number reflects true shareholder sentiment — or a carefully constructed narrative that regulators, politicians and the market are now being asked to judge.
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