Commerzbank Disputes UniCredit’s Acceptance Figures as Stock Lending Allegations Surface
11.06.2026 - 19:32:05 | boerse-global.de
The battle for Commerzbank has taken an unexpected twist, with the German lender publicly challenging the validity of the takeover numbers touted by UniCredit. At the heart of the dispute is a claim that a significant chunk of the shares tendered into the Italian bank’s hostile offer may have been borrowed, not owned, calling into question how much genuine support the bid actually enjoys.
UniCredit announced on 9 June 2026 that its acceptance rate had climbed to 10.91%, lifting its overall grip on Commerzbank to 37.68%. Commerzbank, however, pegs the figure slightly higher at 10.95% in its own analysis — but then throws the entire tally into doubt. According to the Frankfurt-based bank, barely 0.05% of the tendered shares came from private retail investors. The rest, it argues, was almost exclusively delivered by banks and entities connected to UniCredit that held no meaningful stake before the offer was launched.
The accusation goes deeper. Commerzbank says it detected an “unusual” surge in share lending activity in its stock over recent weeks, a pattern it has detailed in a public FAQ. Borrowed shares can be used to accept a takeover offer without the economic owner’s knowledge or consent. If that is happening at scale, the acceptance rate is no longer a reliable barometer of shareholder sentiment, the bank contends.
Should investors sell immediately? Or is it worth buying Commerzbank?
UniCredit has pushed back hard. Sources close to the Italian lender told Reuters the allegations are “purely speculative” and nothing new. Their blunt retort: tendered shares are tendered shares, regardless of where they came from. Yet Commerzbank adds another layer of suspicion — during the entire acceptance period, its own stock traded at a consistent premium to the implied value of UniCredit’s share-based offer. On 9 June, that gap stood at roughly 6%, or €2.30 per share. In a rational market, no independent holder would accept such terms unless backroom hedging or derivative arrangements were at play. Commerzbank is now demanding full disclosure of any such side deals.
The clock is ticking. The regular acceptance window closes on 16 June 2026, with an extended period running from 20 June to 3 July. Commerzbank’s management and supervisory board have reiterated their rejection of the offer, which they describe as lacking a fair premium and a convincing integration plan. The bank also indicated that regulatory clearance is unlikely before 2027. On the stock market, the shares are trading at €35.74, about 6% below the year’s high of €38.15 hit at the start of June, though still up nearly 29% over the past twelve months.
The next round of acceptance figures will be closely watched, but the more critical question is whether UniCredit will provide any clarity on the provenance of the tendered stock. Without that transparency, the numbers risk becoming just another battlefield in a war of attrition.
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