Regulator Drawn Into Commerzbank Takeover Drama as Both Sides Trade Accusations Over Tender Process
15.06.2026 - 19:31:01 | boerse-global.de
The battle for control of Commerzbank has taken a toxic turn, with both the German lender and Italian suitor UniCredit appealing to the financial regulator BaFin and trading allegations of misconduct. The escalation comes days before the expiry of UniCredit’s exchange offer, raising the stakes for the Frankfurt-based bank’s management.
Commerzbank chief executive Bettina Orlopp told the Euro Finance Summit in Frankfurt that she has formally flagged suspicious tender activity to BaFin. Since 10 June, the bank has detected an unusual pattern: no institutional investor has accepted the offer, while nearly all tendered shares have come from parties linked to UniCredit that held no meaningful stakes before the bid. At the same time, Commerzbank has recorded a surge in securities lending – a tactic often used to manufacture voting rights without transferring economic ownership. Orlopp called for more transparency and said the bank is feeding its findings to the regulator on an ongoing basis.
UniCredit hit back hard, accusing the Commerzbank board of repeatedly issuing misleading information and demanding its own BaFin investigation. The Italian bank insists that all shares tendered are irrevocably committed and rejects any suggestion of market manipulation. UniCredit now controls well over a third of voting rights – a direct stake of 26.8 percent plus tendered shares of nearly 12 percent – which is enough to command a simple majority at an ordinary general meeting. That would allow it to replace the entire supervisory board, which in turn could oust the current management board without needing a qualified majority.
Should investors sell immediately? Or is it worth buying Commerzbank?
The verbal firefight left its mark on the stock, though the two reports recorded different readings. One source had Commerzbank shares falling 1.5 percent on Monday to €36.21, while another showed a more modest 0.82 percent decline to €36.46. On a one-year view the stock remains a clear winner, with gains of around 26–27 percent. The price still sits roughly seven percent above its 200-day moving average and stands just four percent below the 52-week high of €38.15. Both readings remain comfortably above the implied value of UniCredit’s offer, which one source put at €35.47.
That gap reflects the market’s scepticism about the bid, but UniCredit’s growing voting power gives it a direct path to reshaping the board. Commerzbank’s leadership continues to urge shareholders to reject the offer, arguing that the standalone strategy creates more value. With the acceptance period set to expire on Tuesday evening, the next 24 hours are crucial. If UniCredit does not extend the deadline into July, the first hard data on how many institutional holders have tendered will emerge, providing the next clear signal on who holds the upper hand in this increasingly hostile takeover fight.
Ad
Commerzbank Stock: New Analysis - 15 June
Fresh Commerzbank information released. What's the impact for investors? Our latest independent report examines recent figures and market trends.
