Commerzbank Board Calls on BaFin to Scrutinize UniCredit’s Stated 40% Holding
20.06.2026 - 16:47:28 | boerse-global.de
UniCredit’s claim of controlling nearly 40% of Commerzbank following the first tender deadline has been met with skepticism from the German lender’s management. Chief Executive Bettina Orlopp’s team told the financial regulator BaFin that internal checks revealed no institutional shareholder had tendered shares into the exchange offer. The watchdog is now probing whether market distortions occurred before the June 16 cut-off date.
The Italian bank reported that 141 million shares, equal to 12.51% of the capital, were deposited into the bid. Combined with its existing direct holding of 26.77%, UniCredit says it holds roughly 39.28% of Commerzbank. The terms offer 0.485 new UniCredit equities for each Commerzbank share tendered. Yet the transaction remains subject to multiple regulatory clearances, including merger control, foreign trade authorization, and an EU subsidy review.
Adding fuel to the fire, Italian newspaper Il Giornale d’Italia alleges UniCredit may control up to 60% of voting rights through derivative positions. While the bank has not confirmed the figure, the speculation has intensified. Market watchers suspect chief Andrea Orcel is building operational control well ahead of the 75% threshold needed for a full merger.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s share price, meanwhile, refuses to bow to the bid pressure. The stock closed Friday at €38.33, just 1.34% off its 52-week high of €38.85. The 50-day moving average of €36.11 provides a floor. With the market valuing Commerzbank above the implied offer price, the incentive for remaining shareholders to tender during the additional acceptance period — which runs from June 20 to July 3 — looks slim.
The BaFin probe will be decisive. If irregularities are found, UniCredit faces a major setback. If the derivative-control rumors gain substance, Orcel’s path to a hostile takeover becomes nearly unobstructed. The regulator’s verdict and the stock’s ability to stay above the offer value are the two key watchpoints until the extra period closes on July 3 and final results are published on July 8.
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