Commerzbank Faces Dual Test as Jefferies Derivative Play and UniCredit Tender Collide
30.06.2026 - 20:35:13 | boerse-global.de
The battle for Commerzbank's future is playing out on two fronts. While Italian lender UniCredit pushes ahead with a share-exchange takeover bid that the German bank's management has roundly rejected, US investment bank Jefferies Financial Group has quietly built a massive derivative-backed position in the stock. The convergence of these forces has left Commerzbank shares hovering just below their 52-week high, with the next major catalyst — the final tender result on 8 July — days away.
Jefferies disclosed on Tuesday that it now controls 11.94% of the voting rights, up from 10.23%. The surprise lies in the composition: only 3.37% is held directly as equity. The remaining 8.58% consists of call options, put options and swaps — instruments that offer maximum flexibility. Jefferies crossed the relevant notification threshold on 25 June, and the disclosure suggests it is betting on Commerzbank's operational turnaround without committing fully to a direct stake.
That operational story is central to the board's resistance to the UniCredit offer. In the first quarter, Commerzbank posted an operating profit of €1.4 billion, an 11% year-on-year increase, prompting management to raise its full-year outlook. The bank now targets net income of at least €3.4 billion by 2026 and a return on tangible equity of 21%. This performance, the board argues, is not reflected in UniCredit's bid — a share swap offering 0.485 new UniCredit shares for each Commerzbank share tendered, with no cash alternative.
Should investors sell immediately? Or is it worth buying Commerzbank?
The tender process itself remains contentious. After the regular acceptance period closed on 16 June, UniCredit claimed that 12.51% of Commerzbank's share capital had been validly tendered, which, added to its own 26.77% holding, would give it nearly 40%. Commerzbank has challenged that reading, stating that institutional investors accounted for only just over 1% of the tendered shares, with retail investors adding a further 0.05%. The bulk, it says, came from other banks. The German lender has asked the financial regulator BaFin to investigate what it calls a misleading presentation.
Even if the extended acceptance period ending 3 July yields clarity on the final acceptance rate, a quick conclusion is unlikely. UniCredit still needs approvals from multiple authorities: merger control clearance, foreign investment reviews, scrutiny under the EU's third-country subsidies regulation, and various financial supervisory nods. The Italian bank itself expects completion no earlier than 2027.
Meanwhile, the stock's technical position reflects the uncertainty. Commerzbank shares traded at €37.35 on Tuesday, less than 4% below the 52-week high of €38.85 reached in mid-June. The price sits comfortably above both the 50-day moving average of €36.44 and the 200-day average of €34.16, and the stock has gained more than 39% over the past twelve months. The next scheduled event that could shift sentiment is the publication of second-quarter results on 6 August.
For Jefferies, the heavy use of derivatives gives it the option to convert its exposure into actual equity if the bank's performance continues to strengthen. For UniCredit, the 8 July announcement will reveal whether its tender has gained enough traction to justify pushing the deal through a long regulatory marathon. For Commerzbank's shareholders, the coming weeks will test whether the stock's rally is built on takeover speculation or on a sustainable operational recovery.
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