Commerzbank Pushes for Regulatory Scrutiny as UniCredit’s Reported Acceptance Rate Comes Under Fire
Published on 07/04/2026 at 13:26 | Redaktion boerse-global.de
The extended deadline for UniCredit’s exchange offer expired on Friday, July 3, 2026, but the battle over Commerzbank’s future is far from settled. The German lender has formally asked BaFin, the financial regulator, to investigate what it calls misleading communications from the Italian bank regarding the origin of shares tendered. At issue is whether the acceptance numbers reflect genuine investor demand or a technical accounting trick involving derivative counterparties.
Commerzbank takes particular aim at the reported 7.58 percent acceptance rate from the tender component of UniCredit’s swap offer. According to the bank’s own analysis, roughly 2.06 percent of that total came from derivative counterparties such as Nomura, while only about 0.05 percent was attributed to retail investors. The implication is that the headline figure of 12.51 percent for the initial period ending June 16 was inflated by positions that do not represent independent shareholder support. BaFin’s verdict could significantly influence market sentiment ahead of the official tally on July 8.
UniCredit’s total position has been estimated at between 42.5 and 45 percent, including directly held shares, the newly tendered stock, and cash-settled derivatives. If the acceptance rate reported by Italian newspaper Milano Finanza—around 15 percent for the extended period—holds up, the combined stake could exceed 58 percent. That would hand the Milan-based lender effective voting control of roughly 45 percent at the next annual general meeting, enough to reshape the supervisory board. Germany’s federal government, which still owns about 13 percent of Commerzbank, remains opposed to the takeover, calling it hostile.
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Commerzbank chief executive Bettina Orlopp has not relented in her defense of independence. Days before the deadline, she issued an open letter urging shareholders to reject the offer. The Handelsblatt dubbed her the “Jeanne d’Arc of Commerzbank” for her combative stance. Yet even if UniCredit clears the regulatory hurdle, a full integration is not imminent. Analyst Dieter Hein of fairesearch expects the Italians to proceed tactically: a complete consolidation would hurt UniCredit’s capital ratio, so they are likely to wait until the German government sells its remaining stake before making a final move.
At the stock exchange, Commerzbank shares have held steady. The price closed at €37.79 on Friday, a fractional loss of 0.16 percent, and remains within striking distance of the 52-week high of €38.85 set on June 19—a gap of just 2.73 percent. The relative strength index stands at 57.4, indicating no overbought conditions. On a 12-month basis, the stock has gained roughly 34.5 percent, and it trades about 10.4 percent above its 200-day moving average of €34.24. The distance to the 50-day average is a modest 3 percent, reinforcing the impression of a market in wait-and-see mode.
The coming days will determine whether UniCredit’s reported success withstands official verification. Should BaFin uphold Commerzbank’s complaint, the process could be delayed or even unwound, granting the German lender more time to bolster its defenses. Either way, July 8 marks the moment when the true scale of UniCredit’s foothold is confirmed—and when the next phase of this transalpine corporate drama begins.
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