Legal Complaint and Derivatives Pile on Pressure as Commerzbank Takeover Nears Final Lap
Published on 06/25/2026 at 10:42 | Redaktion boerse-global.de
The battle for Commerzbank has taken a distinctly legal turn. The bank’s group works council has filed a criminal complaint against UniCredit, alleging market manipulation and deliberate investor deception. The move escalates a takeover fight already thick with regulatory scrutiny and complex derivative positions.
The works council’s complaint centres on UniCredit’s claim that roughly 12.5% of Commerzbank shares were tendered during the first acceptance period. Internal analysis by Commerzbank casts doubt on that figure, with management suspecting that a significant portion of the tendered stock may have originated from the bidder’s own orbit rather than independent institutional investors. The accusation gains teeth from a tenfold surge in stock lending volumes since the offer was unveiled – a spike the bank says masks the true ownership picture. Commerzbank has been feeding data on shareholder structure to BaFin, the German regulator, in the hope of securing a transparent assessment of the real majority.
Even as that legal drama unfolds, the ownership map is becoming more layered by the day. US investment bank Jefferies Financial Group has disclosed a derivative-based position totalling 9.23% of Commerzbank’s voting rights – down from a prior 11.09%. Critically, the entire stake is held through instruments such as call and put options, swaps and a tri-party position with recall rights; direct equity holdings stand at precisely zero. Of the total, roughly 2.00% falls under section 38(1) No. 1 of Germany’s securities trading act and 7.23% under No. 2. The threshold-triggering date is listed as 19 June 2026. Because no classic direct stake above 3% exists, the position defies simple classification as a strategic holding.
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UniCredit’s own campaign is meanwhile grinding towards a conclusion. The Italian lender now says it controls 42.50% of Commerzbank, comprising 26.77% directly held, 12.51% from the first acceptance window and 3.22% via instruments with physical delivery entitlements. CEO Andrea Orcel told Reuters on 23 June that he now considers it more likely the European Central Bank will classify UniCredit as exercising control – a designation that would trigger higher capital requirements by forcing the bank to account more fully for Commerzbank’s risk profile.
Commerzbank itself is not waiting passively. Its “Momentum 2030” strategy aims to boost market value through organic growth and investment in artificial intelligence, with particular emphasis on building out the comdirect brand and Polish subsidiary mBank. The goal is to make independence look more attractive to shareholders than swapping into UniCredit paper. UniCredit counters with promised annual synergies of €1.5bn to €2.0bn. Germany’s government, still the second-largest shareholder, has joined Commerzbank management in urging rejection on the grounds that the offer lacks a proper premium to intrinsic value.
The stock has largely shrugged off the noise. Shares closed recently at €37.40, just 3.7% below the 52-week high of €38.85 set on 19 June. The 14-day relative strength index stands at 54.5 – suggesting no overheating. Over twelve months, the equity has gained roughly 37%. Both the 50-day moving average (€36.33) and the 200-day average (€34.09) sit comfortably below the current price.
The next big milestones come fast. The additional acceptance period for UniCredit’s offer ends on 3 July 2026. The final acceptance tally is expected on 8 July – provided legal wrangling does not derail the schedule. Between the works council’s criminal complaint, the derivative play from Jefferies and the looming ECB verdict, Commerzbank’s future may well be decided in both the courtroom and the trading book before summer is out.
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