The clock is ticking on UniCredit’s takeover offer for Commerzbank, and the Italian lender is facing a criminal complaint just days before the acceptance deadline. The bank’s works council, led by Sascha Uebel, has filed a Strafanzeige (criminal complaint) alleging market manipulation and capital market deception under sections 119 and 120 of Germany’s Securities Trading Act. The move follows an emergency meeting on Friday, pushing the takeover battle into uncharted legal territory.
At the heart of the dispute lies a numbers riddle. UniCredit’s offer – a swap of 0.485 of its own shares for each Commerzbank share – is worth around €1.50 less than the current market price. Yet by June 11, some 11.22% of Commerzbank shares had been tendered, raising UniCredit’s theoretical total stake to roughly 37%. The works council and management argue that such acceptance rates defy normal market logic unless the tendering parties are not independent investors.
The council claims that almost all of those tendered shares came from banks and counterparties with close ties to UniCredit, including Nomura. It points to a more than tenfold surge in stock lending activity since the offer was published – a pattern it sees as evidence of coordination rather than organic investor demand. The Federal Financial Supervisory Authority (BaFin) is already reviewing the reported holding figures and the underlying transactions.
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UniCredit chief Andrea Orcel has rejected the accusations as baseless, insisting the bank has complied with all legal requirements. But the works council’s complaint adds a new layer of regulatory and legal risk. If BaFin concludes that the tenders were improperly sourced, UniCredit could be forced to sweeten its offer – or withdraw it entirely.
The regular acceptance period for the exchange offer ends on Tuesday, June 16. Should adjustments be needed, UniCredit can extend the deadline to July 3. Market participants are awaiting BaFin’s assessment of the shareholding data, which will be pivotal in determining the next steps.
Despite the legal drama, Commerzbank’s stock has held steady. It closed the week at €36.76, up 1.63% on the day, buoyed by a supportive banking environment following the European Central Bank’s 25-basis-point rate hike to 2.25%. The shares now trade just 3.6% below their 52-week high of €38.15 and have gained roughly 32% over the past twelve months. Whether that resilience holds will depend on how regulators and prosecutors respond to the council’s explosive allegations.
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