Commerzbank, Alleges

Commerzbank Alleges Manipulation as UniCredit’s Tender Haul Faces Doubt Over Genuine Support

20.06.2026 - 07:54:13 | boerse-global.de

Commerzbank alleges UniCredit used derivatives and stock-lending to inflate tender acceptances. Independent investors stayed away as bid price lags market, now near 52-week high.

Commerzbank Questions UniCredit's Tender Tactics as Stake Reaches 42.5%
Commerzbank - Commerzbank 20.06.2026 - Bild: ĂĽber boerse-global.de

The battle for Commerzbank has taken an ugly turn. UniCredit emerged from the first tender period with a 39.28% stake, but the German lender is questioning how those shares were actually acquired. Senior management say the vast majority of the 12.51% of stock tendered by the June 16 deadline came from banks and parties linked to UniCredit itself — not from independent institutional investors.

Commerzbank’s own data, disclosed on June 10, showed not a single institutional shareholder had accepted the offer by that point. The bank has also flagged an unusual spike in securities lending in its own stock during the tender window, and is feeding data to German regulator BaFin. The allegation: that UniCredit may have used derivatives and stock-lending arrangements to engineer acceptances without genuine investor support.

UniCredit’s total economic exposure now stands even higher. It already held 26.77% of Commerzbank shares outright, plus instruments with a right to physical delivery worth another 3.22%. Add the 12.51% from the tender, and the Italian lender’s overall position reaches 42.5%. If Commerzbank follows through on its commitment to cancel treasury shares, UniCredit’s effective holding could climb to 44.33%.

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

The bid terms remain unchanged: 0.485 UniCredit shares for each Commerzbank share. That exchange ratio has proved deeply unattractive to the market. Commerzbank stock closed at €38.33 on Friday, just 1.2% shy of its 52-week high of €38.85 hit the same day. Over the past twelve months, the shares have surged almost 39%, leaving the implied value of UniCredit’s offer in the dust. At one point during the initial tender period, the gap between the market price and the offer stood at roughly 6%, or €2.30 per share.

Commerzbank’s board, led by CEO Bettina Orlopp, continues to reject the bid as inadequate on both price and strategic logic. The German government, which still owns about 12% of the bank, has made clear it will not sell. The stock’s recent strength — trading 12.94% above its 200-day moving average of €33.97 — further undermines the case for tendering.

The extended acceptance period, which opened on Saturday, runs until July 3, 2026. UniCredit will publish the final result on July 8. Until then, the market is left to weigh Commerzbank’s allegations against the raw numbers. The true test will be whether independent shareholders step forward in the second round — or whether the first round’s meager haul of genuine acceptances was the real story all along.

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