Commerzbank Disputes UniCredit’s 58% Acceptance Claim as Tender Deadline Expires
Published on 07/03/2026 at 16:07 | Redaktion boerse-global.de
The extended tender period for UniCredit’s swap offer on Commerzbank shares closes today, but the headline acceptance rate is already being challenged. According to a report from Milano Finanza, Italy’s biggest bank could end up with a total position exceeding 58% of the German lender after factoring in the two-week re-opening. That figure, however, is being dismissed by Commerzbank management as inflated, with the bank pointing to an extraordinary surge in securities lending as evidence of artificial demand.
UniCredit will not release the officially audited result until 8 July, and until then the true level of voluntary tenders remains murky. Market estimates suggest around 15% of outstanding shares were tendered during the extension, up from 12.5% the previous week. Commerzbank argues that those numbers are misleading because a tenfold increase in share lending activity since the offer was announced suggests many of the trades are temporary rather than genuine acceptance. The bank’s works council has even filed a criminal complaint with prosecutors in Frankfurt, alleging market manipulation, while the board has formally complained to BaFin, the German financial regulator.
The offer itself has become more attractive in recent days as UniCredit’s own shares have rallied sharply, widening the implied premium of the swap. The Italian bank’s stock closed at €81.91 in Milan, up more than 4% on the day, pushing the premium above 5%. That helped push Commerzbank’s share price to a 52-week high of €38.85 on 19 June, though the stock has since slipped 0.34% to €37.77. Even at that level, the market price stands above the offer’s calculated value of roughly €37.23, meaning shareholders who accept the swap would be selling at a discount to the current quote.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank’s management and supervisory board have repeatedly recommended rejection, issuing a formal reasoned opinion under §27 of the German Securities Acquisition and Takeover Act. The German government, which remains a major shareholder, has also held its stake and signalled opposition. Management stresses that private and institutional investors have barely tendered, with almost all acceptances coming from other banks.
The bank’s own performance provides ammunition for the independence narrative. First-quarter results showed a record net profit of €1.4 billion, and the board has outlined plans for €2.7 billion in capital returns alongside a target return on tangible equity of 21%. That ambitious goal is now the linchpin of the bull case: if the takeover fantasy fades, the bank must deliver on its operational promises to keep the share price elevated.
From a technical perspective, the stock remains in an uptrend. At €37.77 it is 3.24% above its 50-day moving average of €36.59 and more than 10% above the 200-day average of €34.24. The 52-week high of €38.85 is just 2.78% away. But the crucial level to watch is support at €36.52; a break below that would threaten the bullish narrative and could trigger a pullback to €34.21, according to market observers.
The next milestone is 8 July, when UniCredit publishes the final verified tender result. After that, attention shifts to the European Central Bank, which has up to 90 days to approve any stake exceeding 30% of Commerzbank’s capital. Full completion of the transaction is not expected before 2027, given the additional regulatory hurdles UniCredit must clear. For now, the battle lines are drawn: UniCredit claims a commanding acceptance rate, while Commerzbank insists the numbers are artefact and the company’s future remains independent.
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