Criminal Complaint and Share Breakdown Fuel Escalation in Commerzbank Takeover Saga
Published on 06/25/2026 at 12:13 | Redaktion boerse-global.de
The battle for Commerzbank has taken an acrimonious turn, with the bank’s works council filing a criminal complaint against UniCredit on suspicion of market manipulation and deliberately misleading investors. The move ratchets up tensions that had already been simmering over how many shares were actually tendered during the initial acceptance period.
At the heart of the dispute is UniCredit’s claim that roughly 12.5% of Commerzbank’s stock was tendered, pushing its total position to 42.50%. The Italian lender breaks that down into 26.77% held directly, 3.22% via deliverable instruments, and 12.51% from the tender. But Commerzbank has pushed back hard, publishing a granular breakdown that it says tells a very different story. According to the German bank, 11.17 percentage points of those tendered shares came from other banks, 1.29 percentage points from institutional investors, and a mere 0.05 percentage points from retail shareholders.
That breakdown is a pointed rebuttal to statements by UniCredit chief Andrea Orcel, who had suggested virtually all active large investors had either sold or tendered their holdings. Commerzbank counters that the free float remains spread across several hundred institutional investors and more than 500,000 retail shareholders. The implication is clear: the bulk of acceptances originated from banking counterparties, not independent shareholders.
The criminal complaint — filed by the bank’s overall works council — adds a legal dimension to what was already a bruising public relations war. Commerzbank management has been providing the German financial regulator BaFin with ongoing data on the shareholder structure, seeking a transparent assessment of the true ownership picture. A particularly sensitive detail is the surge in securities lending in Commerzbank shares, which has jumped more than tenfold since the offer was announced. The bank warns that this distorts the real balance of power among shareholders.
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UniCredit’s counter-narrative focuses on the synergies it says a merger would unlock — between €1.5 billion and €2.0 billion annually. But Commerzbank’s board and the German government, which remains the second-largest shareholder, continue to recommend rejecting the offer on the grounds that it does not reflect an adequate premium on the bank’s intrinsic value. The supervisory board and management had already urged shareholders not to accept back in May.
Parallel to its legal and defensive efforts, Commerzbank is pushing ahead with its own "Momentum 2030" strategy, betting that organic growth and investments in artificial intelligence will make independence more attractive than swapping shares for UniCredit paper. Key pillars include expanding digital banking unit comdirect and the Polish subsidiary mBank.
Market reaction has been muted. Commerzbank shares traded at €37.35 on the day, a fractional decline of 0.13%, though they closed at €37.40 previously — just 3.7% below a 52-week high of €38.85. Over twelve months the stock has gained roughly 37%, a performance that gives the board some ammunition to argue the market is endorsing its standalone plan.
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The timeline is now set. A further acceptance window runs until July 3, 2026, and the final tender result is due to be published on July 8, barring any legal twists. Until then, the central question remains: how many of the tendered shares came from truly independent investors — and how many were merely moving between the same small circle of financial institutions?
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