Criminal Complaint and Stock-Lending Anomaly Cloud UniCredit’s Commerzbank Offer
15.06.2026 - 03:03:43 | boerse-global.de
With the regulatory deadline for UniCredit’s takeover bid expiring at midnight on Tuesday, a previously arcane corner of the equity market has become the focal point of the dispute. The volume of Commerzbank shares borrowed for short-term lending has surged roughly tenfold since the Italian lender announced its offer — a development the Frankfurt-based bank’s management sees as a smoking gun.
The argument: the vast majority of the shares that UniCredit claims have been tendered into its bid are almost certainly borrowed stock, not genuine positions held by long-term investors. Commerzbank’s internal shareholder register shows that not a single institutional investor has submitted shares to the offer. Retail investors contributed a mere 0.05% of the total. That leaves a chasm between UniCredit’s reported acceptance rate of 10.95% and what Commerzbank can verify.
BaFin Steps In
Germany’s financial regulator, BaFin, is now scrutinising the bid’s mechanics before the deadline. Its inquiry goes beyond the tendered shares themselves: regulators are also examining UniCredit’s derivative positions, which, if included, could boost the bank’s effective economic exposure to roughly 37% of Commerzbank’s equity. BaFin has pledged to provide clarity before Tuesday’s cutoff, a move that could either legitimise or undermine UniCredit’s claims.
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The works council, meanwhile, has escalated the fight to a criminal level, filing a complaint against UniCredit for what it alleges are misleading practices in the takeover process. Such a step against a major European bank is highly unusual and underscores the bitterness of the battle.
Holders Urged to Reject
Commerzbank’s management and supervisory board continue to recommend that shareholders ignore the offer. They argue that the bank’s standalone strategy, “Momentum 2030”, will generate greater long-term value than any takeover premium. If the bid fails due to insufficient participation, the focus is expected to shift back to operational performance and organic growth.
The stock closed on Friday at €36.76, just 3.6% below its 52-week high of €38.15, which was touched on June 1. Year-on-year performance figures reported by different sources vary between a 28% gain and a 31% advance, reflecting the rally that the takeover speculation has fuelled. The share price has held above its 50-day moving average, a technical indicator that traders watch closely.
What Lies Ahead
The first official acceptance period ends at midnight Tuesday. A subsequent extension into early July is possible. For now, the market remains in limbo, with the BaFin probe likely to dictate the next move. Should the regulator find that UniCredit’s acceptance numbers are inflated by borrowed stock, the bid’s credibility — and its chances of success — could vanish overnight.
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