Commerzbank's Record Payout Fails to Distract from BaFin's Deepening Probe into UniCredit's Covert Stake

Commerzbank shareholders are enjoying a bumper payday, yet the bank’s defence against UniCredit’s unwelcome advances is increasingly playing out behind closed doors at Germany’s financial regulator. The BaFin has been called in to investigate whether the Italian lender has quietly built a far larger stake than it has publicly admitted — potentially exceeding 50% of voting rights through derivatives and undisclosed alliances.

The probe centres on recent large block trades in Commerzbank shares. Management wants to know whether these were conducted by parties acting in concert with UniCredit, a manoeuvre that would have sidestepped mandatory disclosure thresholds. Market participants suspect that once derivative instruments and verbal agreements are factored in, UniCredit’s de facto control could already be majority — though no official confirmation exists. UniCredit itself reports a direct holding of 34.37%, plus call options and cash-settlement instruments covering another 16.4%. Commerzbank has branded this presentation misleading and formally referred the matter to the BaFin.

The timing is no coincidence. On 16 June, the regular acceptance period for UniCredit’s exchange offer expires — and the bid is floundering. Only 7.58% of Commerzbank shareholders have tendered their shares, a figure the bank says comes almost entirely from UniCredit’s own derivative counterparties. Among retail investors, the take-up rate is a paltry 0.05%. The offer itself — 0.485 UniCredit shares for each Commerzbank share — trades well below the current market price, and insiders say no improvement is planned.

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

To counter the threat, Commerzbank’s leadership is betting on a combination of generous shareholder returns and aggressive profit targets. For the 2025 financial year, the bank has committed to a total distribution of €2.7 billion, comprising a €1.10 per-share dividend and a new buyback programme of up to 10% of its share capital. By 2028, the bank aims for a return on equity of 17% and net profit of €4.6 billion, with a further climb to €5.9 billion by 2030. The first quarter of 2026 already delivered operating earnings of €1.4 billion, prompting management to raise the full-year outlook to at least €3.4 billion.

Investor sentiment remains cautiously optimistic. The stock closed at €36.82 on Friday, up 0.19% and roughly 32% higher over the past twelve months. The 52-week high of €38.15 is just 3.5% away, a level that also represents the key technical resistance. Support lies at the 50-day moving average of €35.13 and further at the 200-day average of €33.75. The annualised 30-day volatility of nearly 30% underlines the market’s jitters, while the RSI at 55 points to a neutral position.

Adding another layer of uncertainty, the European Central Bank warned on 6 June about risks to eurozone financial stability — an escalating Gulf conflict, rising energy prices and a weakening economic backdrop could trigger abrupt market corrections. Although European banks are deemed resilient, the warning lands in a sector already unsettled by the Commerzbank saga. The ECB’s interest rate decision on 11 June is also in focus, with Commerzbank expecting a rate hike that would bolster its net interest margin.

If the regular tender deadline passes without meaningful uptake, a short-term price correction is likely as the takeover premium is unwound. But the story is far from over: an extended acceptance period runs until early July, and UniCredit itself does not expect a final resolution before 2027, pending regulatory approvals. Until the BaFin completes its investigation, the true scale of the Italian bank's hidden stake — and the next major market move — remains shrouded in regulatory fog.

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