Commerzbank has escalated its defence against UniCredit’s takeover push by formally referring the Italian lender’s stake-building tactics to Germany’s financial watchdog, BaFin. At the heart of the complaint is whether UniCredit’s disclosed economic exposure of up to 34.4% — and market chatter of an effective position above 50% — inflates its real control without corresponding voting rights.
The move sharpens a governance dispute that chief executive Bettina Orlopp laid out in stark terms at a Goldman Sachs conference in Zurich. She warned that if UniCredit’s tender succeeds in lifting its stake to between 40% and 50%, the result would be a “very difficult” deadlock. Structural changes at Commerzbank require a 75% supermajority, a threshold all but unreachable given the resistance from the German government and other institutional investors. For Orlopp, the issue is not the offer price but the lack of transparency over who really controls what.
That offer, an exchange of 0.485 UniCredit shares for each Commerzbank share, carries an implied value of around €36.01 — roughly 1.5% below the current market price of €36.54. The discount means any shareholder who tenders is effectively taking a pay cut versus a straightforward sale on the open market. UniCredit has extended the acceptance deadline to 3 July, a move that underscores the poor take-up so far.
The fight over the numbers is growing more acrimonious. UniCredit claims that shareholders representing approximately 7.6% of Commerzbank’s capital have already tendered their shares — enough, combined with existing holdings and derivative instruments, to give it a notional 34.4% position. Commerzbank contests this tally, arguing in a statement on 3 June that the tendered shares come overwhelmingly from UniCredit’s own derivative counterparties rather than genuine independent investors. It has asked BaFin to examine whether the figures fairly represent genuine shareholder support.
Should investors sell immediately? Or is it worth buying Commerzbank?
Amid the takeover drama, Commerzbank is leaning on its own financial performance to make the case for independence. First-quarter 2026 operating profit climbed 11% year-on-year to €1.4 billion, while net income rose 9% to €913 million. The bank has set a full-year net profit target of at least €3.4 billion and is betting on its “Momentum 2030” strategy to deliver superior value under its own steam.
The stock itself has held up relatively well. At €36.54, it sits just 3.5% below its 52-week high of €38.15, struck in early June, and has gained 31.5% over the past twelve months. The 52.8 reading on the relative strength index suggests neutral momentum, while annualised volatility hovers near 30%. The price remains above both the 50-day moving average of €35.02 and the 200-day average of €33.73.
For investors, the arithmetic is blunt: as long as the market price exceeds the implied tender value, UniCredit will struggle to convince independent holders to swap. The extension to 3 July gives the Milan-based lender more time, but also heightens pressure to either raise its offer or clarify its intentions. Meanwhile, with BaFin now formally involved and a potential ownership stalemate looming, the battle for Commerzbank has moved well beyond a simple premium question.
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