UniCredit Turns Screws on Commerzbank as Regulator Gets Drawn Into Governance Battle

UniCredit has escalated its campaign to take control of Commerzbank, filing a complaint with Germany’s financial watchdog BaFin over what it calls misleading disclosures by the Frankfurt lender. But the move is as much about who will lead the bank as it is about the numbers.

The Italian giant now controls more than 38% of Commerzbank’s voting rights, combining a direct stake of 26.77% with around 133.8 million shares tendered in its exchange offer — equivalent to 11.86% of the share capital. That block is sufficient to command a simple majority on the annual general meeting, and UniCredit made clear on Monday that it would use that power to replace the entire supervisory board if it gets the chance. Under German corporate law, a 75% supermajority is only required for a merger or restructuring — not for installing new overseers, who in turn would appoint a new management board.

“All our holdings and instruments have been disclosed clearly and precisely,” UniCredit said in a statement on 15 June 2026, rejecting reports that it had engaged in stock-lending schemes with Commerzbank shares. The bank added that it had discussed the matter with BaFin and called for a formal investigation.

Should investors sell immediately? Or is it worth buying Commerzbank?

Commerzbank chief executive Bettina Orlopp pushed back during a speech at the Euro Finance Summit in Frankfurt, arguing that UniCredit’s comments were sowing uncertainty in an ongoing regulatory process and raised questions about the reliability of its disclosures.

The standoff has been festering since early June, when Commerzbank challenged the acceptance figures published by UniCredit. At that time, the bank said the reported 7.58% tender rate was misleading because the vast majority came from derivative counterparties, not independent investors. No institutional investor had accepted, and retail investors accounted for just 0.05% of the capital submitted, according to Commerzbank. UniCredit insists that all tendered shares are irrevocably committed.

The offer — 0.485 new UniCredit shares for each Commerzbank share, valued at 34.35 euros — expires at midnight Frankfurt time on Tuesday. Commerzbank stock closed the day at 36.24 euros, a 1.41% decline, still well above the bid price. On a year-to-date basis the shares have climbed roughly 27%, leaving them just 4% below the 52-week high of 38.15 euros. The premium suggests investors are either betting on a sweetened offer or pricing in the uncertainty.

Should UniCredit not let any condition lapse, a further acceptance period could open on 20 June and run until 3 July. In the meantime, the next hard data — the final stake disclosures after the current window closes — will determine whether the Italian bank has the firepower to unseat Commerzbank’s leadership without a 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.

Read our updated Commerzbank analysis...

en | DE000CBK1001 | UNICREDIT | boerse | 69545250 |