Commerzbank Fires Back at UniCredit’s 'Misleading' Tender Claims as ECB Meeting Looms

The battle for Commerzbank is entering its most critical stretch. With the European Central Bank set to decide on interest rates on Thursday and the acceptance period for UniCredit’s takeover bid expiring five days later, the German lender is pushing back hard against what it calls a distorted picture of shareholder support. The stock sits at €36.82, just 3.5% shy of its 52-week high of €38.15, as markets price in the possibility that the Italian bank will sweeten its offer.

UniCredit has announced that shares representing 7.58% of Commerzbank’s capital have been tendered so far, taking its total stake — including existing holdings and derivatives — to 34.35%. That figure crosses the 30% mandatory takeover threshold, but Commerzbank argues the headline is misleading. Almost all of those tendered shares, the bank says, come from derivative counterparties involved in UniCredit’s own hedging trades. Independent institutional investors have effectively shunned the offer, and retail shareholders account for a meagre 0.05%. Commerzbank has now called in BaFin, Germany’s financial regulator, accusing UniCredit of painting a false picture of market support for the deal.

At the heart of the standoff is the exchange ratio. UniCredit is offering 0.485 of its own shares for each Commerzbank share — a deal that, at current prices, values the German lender below its stock market worth. Management and the supervisory board have explicitly urged shareholders to reject the proposal. While some in the market expect UniCredit chief Andrea Orcel to improve the terms before the June 16 deadline, either by raising the exchange ratio or adding a cash component, the resistance from Frankfurt remains fierce.

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

The ECB’s rate decision on June 11 adds another layer of uncertainty. Commerzbank recently lifted its 2026 net income target to at least €3.4 billion, banking on a strong net interest margin. With eurozone inflation still running at 2.6%, above the ECB’s target, a more restrictive monetary stance would further bolster the lender’s profitability and strengthen its hand in fending off UniCredit. Higher rates typically widen margins for retail banks, making Commerzbank an even more attractive standalone bet.

Commerzbank is not waiting around for the outcome. Its new “Momentum 2030” strategy targets a return on equity of 21% by the end of the decade. The bank has also secured a protective agreement with the ver.di union and the works council, effectively ruling out compulsory redundancies and signalling that it intends to remain independent. UniCredit, for its part, does not expect to complete the takeover until 2027, with several regulatory approvals still outstanding.

Technically, the share chart remains supportive. The 50-day moving average at €35.13 provides a first line of defence, while the 200-day average at €33.75 — some 9% below the current price — confirms the broader uptrend. The relative strength index of 55.2 indicates neutral-to-positive momentum without overheating. A decisive break above the €38.15 peak would send a strong bullish signal.

Time is running short. The regular acceptance window closes on June 16, with a possible extension to July 3 if UniCredit fails to win over significant institutional backers. If no improved offer materialises, the takeover premium already baked into the share price could evaporate, triggering a short-term pullback. Whatever happens, the coming days will determine whether Milan’s ambitions in Frankfurt gain traction or stall for good.

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