UniCredit Faces Criminal Probe as Commerzbank Insists Takeover Numbers Are Misleading
Veröffentlicht: 26.06.2026 um 03:03 Uhr, Redaktion boerse-global.de
The battle for Commerzbank has escalated into legal territory, with the lender’s works council filing a criminal complaint against UniCredit on suspicion of market manipulation. Frankfurt prosecutors have already launched preliminary inquiries into the Italian bank’s handling of its exchange offer. The move follows a public dispute between the two chief executives over how much support the bid actually has.
UniCredit CEO Andrea Orcel has claimed that nearly all active large investors had already tendered their shares. Commerzbank chief Bettina Orlopp pushed back forcefully on Thursday, citing official data that tells a very different story. Of the 12.51% of shares tendered so far, just 1.29% came from institutional investors and a mere 0.05% from retail holders. The overwhelming majority — 11.17 percentage points — originated from banks, not long-term fund managers. Commerzbank argues that hundreds of institutional shareholders and more than 500,000 retail investors remain on the sidelines, making the headline acceptance rate deeply misleading.
A key factor skewing the numbers, the bank says, is a surge in stock lending activity. Since the offer was announced, lending in Commerzbank shares has jumped more than tenfold. Shares held through custody banks or brokers can be lent out, and the borrower can then tender them to UniCredit without the original owner’s knowledge. Commerzbank has not ruled out a link between this lending spike and the acceptance behavior of certain banks or parties connected to UniCredit.
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The criminal complaint, backed by the Verdi union, also targets UniCredit’s public statements. Verdi has written to BaFin chief Mark Branson calling for a comprehensive review of the Italian bank’s communications, alleging it may have misled the market about the true status of the offer. The exchange terms remain unchanged: 0.485 new UniCredit shares for each Commerzbank share. Management and the supervisory board continue to urge rejection, citing inadequate premium and a lack of a convincing integration plan.
The acceptance window runs until July 3, 2026, with final results expected on July 8. At the bourse, however, the legal fireworks have barely registered. Commerzbank’s stock traded at €37.55, just shy of its 12-month high of €38.85, and has gained roughly 39% over the past year. The real test, analysts say, will be whether the widening gulf between UniCredit’s narrative and the granular data can shift investor sentiment before the deadline. With criminal probes and a BaFin review looming, the fight for control is now being waged on multiple fronts.
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