Commerzbank Works Council and BaFin Zero In on UniCredit’s Tender Numbers
13.06.2026 - 09:33:18 | boerse-global.de
As the clock ticks down to the first acceptance deadline for UniCredit’s contested takeover offer, a bitter dispute over the accuracy of reported tender figures threatens to upend the Italian lender’s strategy. The Commerzbank group works council, following an extraordinary meeting on 12 June, is preparing a criminal complaint against UniCredit, alleging market manipulation under paragraphs 119 and 120 of the German Securities Trading Act.
At the heart of the row lies the assertion by UniCredit that by 11 June, roughly 11.22% of Commerzbank shares had been tendered into its offer. That would lift the Italian bank’s calculated holding to around 37%. But works council chief Sascha Uebel argues the figures are misleading, claiming that nearly all tendered stock came from banks with close business ties to UniCredit rather than from independent institutional investors. The goal, he contends, was to create the impression the takeover was all but sealed.
Commerzbank’s management, which continues to reject the offer as too cheap, has called on the financial regulator BaFin to verify the reported stakes. BaFin is now examining the ownership notifications and is expected to deliver its assessment soon—possibly before the offer deadline. Adding to the suspicions, stock lending in Commerzbank shares has reportedly surged as much as tenfold over the period, while over 98% of UniCredit’s direct 26.77% stake is hedged via derivatives. Italian media have even speculated that derivatives could give UniCredit further hidden influence.
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UniCredit denies all allegations, insisting its actions comply with the law. The offer price, currently around €1.50 below the market level, has failed to attract a wave of disinterested sellers, yet the reported acceptance rate has puzzled market participants. The deadline for the first round of acceptances falls on Tuesday, 16 June; if regulatory or legal adjustments are needed, the offer could be extended to 3 July.
Despite the uncertainty, Commerzbank’s shares have shown resilience. On Friday the stock closed at €36.76, up 1.63%, supported by a positive banking sector following the ECB’s 25-basis-point rate hike to 2.25%. The share price sits comfortably above its 50-day moving average and has gained roughly 32% over the past twelve months. Volatility, however, remains elevated at around 28%, reflecting the high-stakes tug-of-war between UniCredit and Commerzbank’s defenders.
The outcome of the first tender round will provide the hard data that shapes the next chapter. Whether UniCredit can build a convincing case—or whether BaFin’s probe and the criminal complaint scuttle its momentum—remains the key question hanging over the stock.
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