Criminal Complaint and BaFin Probe Complicate UniCredit’s Commerzbank Takeover Drive
Published on 06/23/2026 at 16:27 | Redaktion boerse-global.de
Commerzbank opened the week with a clear message of financial independence, repaying a €500 million bond entirely from its own reserves on Monday. The note, which carried a 1.125% coupon, was retired without external assistance, a move analysts viewed as a statement of liquidity strength amid UniCredit’s persistent takeover pressure. At the same time, the lender raised the rate on its top savings account to 2.25% for a twelve-month term, aiming to lock in depositors while the strategic standoff with Milan drags on.
The counteroffensive, however, is not confined to balance-sheet tactics. Commerzbank’s works council has filed a criminal complaint against UniCredit executives on suspicion of market manipulation and misleading reporting of tender acceptance figures. Separately, the bank’s management has asked BaFin, Germany’s financial regulator, to examine whether UniCredit’s published acceptance numbers were distorted. Together, the two actions put the Italian bank’s bid under an unprecedented level of legal and regulatory scrutiny.
At the center of the dispute are the tender figures reported by UniCredit after the regular acceptance period closed on June 16. The Milan-based lender claimed control of roughly 39.3% of Commerzbank shares, comprising an existing stake of about 26.8% plus 12.5% tendered during the offer. Including derivatives, UniCredit put its potential influence at 42.5%. But Commerzbank’s own analysis of the shareholder register tells a different story: not a single institutional investor tendered shares, and only 0.05% of retail holders participated. Management suspects that nearly all of the tendered paper came from banks and parties closely tied to UniCredit that held no meaningful positions before the offer—a move allegedly designed to create artificial pressure on other shareholders.
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Berlin is providing crucial backup to Frankfurt’s resistance. The German government still holds roughly 12% of Commerzbank shares and has made clear it will not sell its stake, effectively blocking any attempt by UniCredit to force a full delisting of the lender. That political roadblock, combined with the regulatory probe, leaves the Italian bank walking a tightrope as it tries to assemble a majority without a negotiated agreement.
The market, for now, appears to be pricing in a protracted fight rather than a quick resolution. After touching a 52-week high of €38.85 on June 19, the stock eased to close at €37.88, and by Tuesday it had slipped another 0.63% to €37.64. Despite the short-term dip, the shares are still up roughly 33% over the past twelve months, reflecting the bid premium investors continue to expect.
UniCredit’s extended tender offer runs until July 3, and the final result will be published on July 8. If the Italian bank fails to secure a friendly deal by then, it has threatened to call an extraordinary general meeting and replace Commerzbank’s management, including CEO Bettina Orlopp. Orlopp has dismissed the current offer as “still not appropriate” and is betting on the bank’s “Momentum 2030” strategy, which targets a return on tangible equity of 21% by the end of the decade. For 2026, the lender is aiming for net income of at least €3.4 billion.
With the BaFin probe now likely to delay UniCredit’s timeline and the works council’s criminal complaint adding another layer of risk, the next two weeks will be critical. Should the Italian bank fail to demonstrate a clean and transparent acceptance process, its path to control of Commerzbank may become far more tortuous than it anticipated.
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