Commerzbank CEO’s Open Letter Fails to Stem Tide as UniCredit Nears Majority Control

Bettina Orlopp played her final card just hours before the deadline expired. In an open letter to shareholders, the Commerzbank chief executive pleaded with investors to reject UniCredit’s stock-swap offer, warning of the consequences for the German lender’s independence. Yet as the dust settles on the extended tender period, market whispers suggest the battle is already lost.

Unofficial reports from Italian daily Milano Finanza point to an acceptance rate of around 15 percent among independent shareholders, boosted by a rally in UniCredit’s own shares that lifted the implied premium above five percent. When added to the 42.5 percent stake UniCredit already controls through direct holdings and derivatives, the total could exceed 58 percent. That would hand the Milan-based bank a commanding voting position at Commerzbank’s next annual general meeting, enough to reshape the supervisory board and, by extension, the management board itself.

For a full integration, however, UniCredit still needs the 12 percent stake held by the German government – a relic of the financial crisis. Analysts at fairesearch, including Dieter Hein, expect a tactical pause: full consolidation would weigh on UniCredit’s capital ratio in the short term, so the Italians are likely to wait for Berlin to sell its remaining packet before pressing for a complete merger.

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

The stock market has largely ignored the drama. Commerzbank shares closed Friday at €37.79, down just 0.16 percent on the day. Over the past 12 months the stock has gained nearly 34.5 percent, and it sits only 2.73 percent below its 52-week high of €38.85 reached on June 19. Technical indicators show no signs of overheating: the relative strength index stands at 57.4, the 50-day moving average of €36.59 is cleanly underfoot, and the 200-day line at €34.24 provides a solid floor.

The public relations war has intensified in parallel. Orlopp, dubbed the “Joan of Arc of Commerzbank” by Handelsblatt, has taken her fight beyond boardrooms to the bank’s website, where warnings about risks to mid-sized corporate lending are prominently displayed. The conflict escalated to the point where Germany’s financial watchdog BaFin had to intervene after UniCredit publicly disparaged Commerzbank’s condition. The group works council even filed a criminal complaint for alleged market manipulation, while UniCredit CEO Andrea Orcel threatened to replace the German lender’s leadership.

The official result of the tender offer will be announced by UniCredit on July 8. What matters most, according to observers, is not the headline acceptance rate but its composition – how much comes from independent institutional investors and retail shareholders versus the derivatives already in UniCredit’s pocket. If the reported figures hold, Orlopp’s letter will have been a last, desperate plea in a game already decided.

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