Commerzbank Questions UniCredit’s Acceptance Tally as Market Price Outruns Offer Value
11.06.2026 - 22:24:17 | boerse-global.de
The clock is ticking toward the 16 June deadline for UniCredit’s takeover offer, but a bitter dispute over the validity of acceptances has become the dominant narrative. Commerzbank is challenging the credibility of the acceptance figures, alleging that the vast majority of shares tendered came from parties connected to the Italian lender rather than genuine independent investors.
UniCredit has reported an acceptance rate of 10.91%, while Commerzbank’s own assessment puts the figure at 10.95%. The German bank insists it has not identified a single institutional investor among those who tendered their shares. Instead, the acceptances appear to have originated almost exclusively from banks and entities linked to UniCredit. The root of Commerzbank’s concern lies in a sharp and, in its view, “unusual” rise in securities lending activity in its stock over recent weeks. Borrowed shares can, under certain conditions, be used to meet tender obligations without the knowledge or consent of the ultimate economic owner. Commerzbank argues this distorts the acceptance rate as a signal of genuine shareholder support.
UniCredit has pushed back forcefully, dismissing the allegations as “purely speculative” and maintaining that tendered shares are tendered shares regardless of their provenance. Adding its existing stake, UniCredit’s total potential holding in Commerzbank would reach 37.68% if the offer succeeds. The terms — 0.485 new UniCredit shares for each Commerzbank share — continue to draw criticism from Commerzbank’s management and supervisory boards, who recommend rejection on the grounds that the bid lacks an adequate premium and a convincing integration plan.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank is leaning heavily on its standalone strategy to persuade shareholders to hold out. In May it raised its net profit target for 2026 to at least €3.4 billion. The first quarter already delivered an operating result of €1.358 billion, an 11% year-on-year increase. Medium-term targets paint an even more ambitious picture: a return on equity of roughly 17% by 2028 and around 21% by 2030. These figures form the core of management’s argument that the UniCredit offer undervalues the bank’s future earnings potential.
The market’s verdict is visible in the price gap. At the close on 9 June, Commerzbank shares traded at €36.14 — roughly 6%, or about €2.30, above the implied value of the share-exchange offer. Another recent quote put the stock at €35.84, some 6% below its year-to-date high of €38.15 reached in early June. Over the trailing twelve months, the stock has gained approximately 29%, with the takeover saga acting as the primary catalyst. The 52-week low from July 2025 stands at roughly €27.80, leaving the current price about 30% above that trough and well clear of the 200-day moving average of €33.82.
BaFin, the German financial regulator, is monitoring the situation closely as Commerzbank feeds it continuous data on market transparency around the bid. The regular acceptance window closes on 16 June, with an extended period expected from 20 June to 3 July 2026. A regulatory conclusion is not anticipated before 2027. For now, the key variable remains whether UniCredit will provide more detailed disclosure on the origin of the tendered shares — or whether the regulator will step in. As long as the market price stays above the offer’s implied value, the arithmetic of the bid looks tough to sell.
Ad
Commerzbank Stock: New Analysis - 11 June
Fresh Commerzbank information released. What's the impact for investors? Our latest independent report examines recent figures and market trends.
