Commerzbank Calls Out UniCredit's Acceptance Numbers as Stock Lending Surges Tenfold
12.06.2026 - 11:44:11 | boerse-global.de
With the first acceptance deadline for UniCredit’s all-share offer just days away, the battle over Commerzbank’s future has taken a sharp turn into contested data. The German lender is challenging the Italian bank’s reported take-up rate, pointing to a tenfold spike in stock lending activity and questioning whether the tendered shares actually belong to independent investors.
UniCredit is offering 0.485 new shares of its own stock for each Commerzbank share, a formula that implied about €31.07 per share when the offer document was published. At that time, Commerzbank closed at €34.02 – an 8.7% premium. Since then, the gap has narrowed but remains significant. As of the most recent close, Commerzbank shares traded at €36.24, roughly 6% or €2.30 above the implied offer value. On a 12-month view, the stock has climbed nearly 30%.
That persistent premium is the bedrock of Commerzbank’s argument that no rational shareholder would tender. The bank’s management points out that no institutional investor has accepted publicly, and retail investors have delivered only about 0.05% of their holdings. Yet UniCredit claims an overall acceptance rate of 10.95% – a figure that includes its own existing stake of 26.77%. Adding the tendered shares would lift its theoretical holding to 37.68%.
Commerzbank is now casting doubt on the quality of those tenders. In a statement on June 10, the bank said its shareholder register shows no evidence of institutional acceptances. More strikingly, lending activity in Commerzbank shares has increased more than tenfold since the offer was announced. The German lender suspects this surge may be linked to tendering behavior by parties close to UniCredit. Its core allegation: only a portion of the shares delivered are actually owned by the entities tendering them. The acceptances, it claims, come almost exclusively from banks and counterparties with connections to UniCredit, not from independent institutional investors.
Should investors sell immediately? Or is it worth buying Commerzbank?
As a result, Commerzbank is demanding full disclosure of UniCredit’s hedging and derivative arrangements, and it is feeding data to German regulator BaFin in real time.
UniCredit has pushed back forcefully, calling the criticism “purely speculative.” It insists its disclosures comply with all legal requirements and were filed in consultation with BaFin. While Commerzbank’s board is entitled to recommend against the offer, UniCredit argues it is not justified in questioning the integrity of the bidding process with unfounded accusations.
The stock market is siding with Commerzbank so far. The shares closed at €37.19 on June 9, up 2.62% on the day and about 10% above their 200-day moving average of €33.84. Both the management board and the supervisory board have reaffirmed their advice to shareholders: reject the bid.
Commerzbank at a turning point? This analysis reveals what investors need to know now.
The first acceptance window closes on June 16, with preliminary results expected on June 19. A second window runs from June 20 to July 3. Some market watchers caution that large investors often wait until the last moment to tender, and the gap between offer value and market price could still close. Whether BaFin steps in or UniCredit provides further transparency will become clear before the June 16 cutoff.
Ad
Commerzbank Stock: New Analysis - 12 June
Fresh Commerzbank information released. What's the impact for investors? Our latest independent report examines recent figures and market trends.
