UniCredit, Commerzbank trade barbs as bid deadline looms

UniCredit Nears 38% Commerzbank Stake as Bid Deadline Approaches

UniCredit and Commerzbank are locked in an escalating war of words as the formal acceptance period for Italy’s largest bank’s €35 billion exchange offer for its German rival closes on Tuesday, June 16, 2026. The Italian lender’s prospective stake in Commerzbank has reached 37.68%, yet both sides dispute the meaning of the numbers behind the bid.

A Below-Market Offer With Limited Uptake

UniCredit’s voluntary exchange offer, which opened on May 5, offers 0.485 UniCredit shares for each Commerzbank share — a structure that implies a price well below Commerzbank’s recent market value. As of June 9, shareholders representing 10.91% of Commerzbank’s capital had tendered their shares, according to a UniCredit regulatory filing. Combined with its existing 26.77% direct stake, that brings UniCredit’s total holding to 37.68%.reuters

Yet Commerzbank disputes the quality of those acceptances. The German bank says it has been unable to identify a single institutional investor that has tendered shares and that retail investor participation stands at just 0.05%. Instead, Commerzbank contends the bulk of tendered shares came from UniCredit’s own derivative counterparties — firms like Nomura International, Verto Capital I, and Euroclear Bank — rather than independent shareholders.globalbankingandfinance

A Bitter Public Fight

The dispute intensified on Monday, with UniCredit issuing a statement rejecting what it called “the ongoing and persistent spread of inaccurate and misleading information” by Commerzbank, and warning it would consider legal measures to protect its interests. Commerzbank CEO Bettina Orlopp responded that she was “taken aback” by the accusation, saying, “We have, of course, merely laid out the facts, and we will persist in doing so, as we are the sole party with actual access to them”.reuters

Germany’s financial regulator BaFin has been drawn into the dispute, with Commerzbank formally raising concerns about whether UniCredit can legitimately bundle direct shareholdings, tendered stock, and derivative positions into a single controlling stake.ad-hoc-news

What Comes Next

Preliminary results from the initial acceptance period are expected on June 19. A further acceptance window will run from June 20 to July 3, during which UniCredit can continue accumulating shares. Once past the 30% mandatory threshold, UniCredit will be free to buy additional Commerzbank shares on the open market — though full regulatory clearance for any merger is not expected before 2027.ad-hoc-news

Commerzbank’s board has unanimously recommended that shareholders reject the offer, pointing to an insufficient premium and its own “Momentum 2030” standalone strategy. The German government, which holds a 12.7% stake, has reiterated its opposition to a hostile takeover.reuters