Works Council Criminal Complaint Exposes Cracks in UniCredit’s Takeover Narrative
26.06.2026 - 04:31:53 | boerse-global.de
UniCredit’s push to absorb Commerzbank has taken a sharp legal turn after the German lender’s works council filed a criminal complaint for suspected market manipulation, prompting the Frankfurt public prosecutor’s office to open preliminary investigations. The move directly challenges CEO Andrea Orcel’s claim that “nearly all active large investors” had already tendered their shares under the exchange offer of 0.485 UniCredit shares for each Commerzbank equity. Commerzbank chief Bettina Orlopp publicly refuted that assertion on Thursday, pointing to official figures that tell a very different story.
Only 12.51% of Commerzbank’s total outstanding shares have been tendered so far, with the overwhelming majority — 11.17 percentage points — coming from banks rather than traditional fund managers. Institutional investors have submitted just 1.29% of their holdings, while retail participation stands at a negligible 0.05%. Orlopp stressed that “hundreds of institutional shareholders are sticking with the bank,” a clear rebuff to UniCredit’s rosy portrayal of the bid’s progress. The Italian lender already controls 26.8% of Commerzbank directly, but the meagre take-up suggests either deep frustration with the offer price or outright opposition to a full-blown merger.
The legal pressure intensified on Thursday as labour union Verdi formally asked BaFin president Mark Branson to scrutinise UniCredit’s communications strategy during the offer period, arguing that the Milan-based bank may have misled the public about the real status of its takeover campaign. That complaint runs parallel to the criminal probe and adds a regulatory dimension that could force UniCredit to revise its messaging — or even adjust the terms. For now, Commerzbank’s board continues to advise shareholders against tendering, insisting the offer lacks a fair premium.
Should investors sell immediately? Or is it worth buying Commerzbank?
The share price, however, has brushed aside the mounting controversy. Commerzbank stock closed at €37.67 on Thursday, a gain of 0.72% on the day, and remains within striking distance of its 52-week high of €38.85 set on 19 June. Over the past twelve months, the equity has climbed roughly 39%, holding comfortably above both its 50-day and 200-day moving averages — a sign that the medium-term uptrend is intact despite the takeover drama.
Meanwhile, the consolidation wave sweeping European banking continues to ripple outward. Reports emerged that Crédit Agricole is planning to use derivatives to increase its holding in Italian peer Banco BPM to nearly 30%, a reminder that M&A ambitions are far from confined to the Commerzbank-UniCredit tussle. The key dates for the German saga remain 3 July 2026, when the acceptance window closes, and 8 July, when the official results of the bid are expected to be published. Until then, the battle over data, credibility and regulator attention will shape the next chapter.
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