Tender Flood at Commerzbank as UniCredit Nears One-Third Control
03.06.2026 - 16:15:02 | boerse-global.de
The number of Commerzbank shareholders tendering their stock into UniCredit's swap offer has exploded sevenfold in the space of a week, signalling that the Italian lender’s hostile approach is gaining critical mass just days before the deadline. As of 2 June, valid acceptances covered 85.4 million shares, or 7.58 per cent of the German bank’s capital — up sharply from just 11.97 million shares (1.06 per cent) on 26 May. Added to UniCredit’s direct holding of 26.77 per cent, the Milan-based group now has a theoretical grip on 34.35 per cent of Commerzbank.
That figure is significant: by crossing the 30 per cent threshold, UniCredit has sidestepped the requirement to launch a mandatory all-cash offer — a move that would have cost billions more. But the price it pays for this tactical victory is that the swap offer remains deeply unattractive on pure valuation. Proposing 0.485 of its own shares for each Commerzbank share, UniCredit is effectively offering a discount to the market. Commerzbank’s stock trades at around €37.05, just shy of the 52-week high of €38.15 hit on 1 June, and has gained roughly 9 per cent over the last 30 days. For holders, swapping now means accepting an immediate paper loss.
Why, then, are acceptances picking up? The answer may lie in a combination of passive index churn, institutional selling pressure, and the sheer weight of UniCredit’s derivative arsenal. Beyond direct equity, UniCredit holds financial instruments under §38 WpHG covering a further 3.22 per cent of voting rights and a second, broader category of comparable instruments that has swelled to 13.19 per cent from 10.70 per cent a week earlier — a total derivative exposure of roughly 14 per cent. While these instruments cannot simply be added to the stake for voting purposes, a portion can be converted into shares, giving UniCredit firepower to push its economic interest higher without triggering further mandatory steps.
Should investors sell immediately? Or is it worth buying Commerzbank?
That creeping advance has put Commerzbank's management on a war footing. The board, led by CEO Bettina Orlopp, rejected the offer in a formal statement on 18 May, arguing that the premium was inadequate and UniCredit’s integration plan lacked credible detail. Orlopp has gone further publicly, warning that a takeover would more than triple expected job losses from 3,000 to as many as 11,000, and pointing out that UniCredit remains active in Russia — a risk she says Commerzbank shareholders should not be forced to take. The bank instead champions its own standalone strategy, “Momentum 2030,” which it says offers superior long-term value with lower execution risk.
For now, the fate of the bid rests on a simple calendar. The acceptance period ends at midnight Frankfurt time on 16 June, though UniCredit may extend it to 3 July. The German government, still holding about 12 per cent of Commerzbank, remains opposed to the hostile approach — a stance that has not softened despite the recent tender spike. If UniCredit’s total economic grip were to approach 40 per cent, the European Central Bank could demand a full buyout. For the Italian lender, the next two weeks will determine whether its below-market swap can reach a controlling critical mass — or whether Commerzbank’s defence holds firm.
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