Commerzbank Works Council Plans Criminal Complaint in UniCredit Takeover Row
12.06.2026 - 16:14:23 | boerse-global.de
Commerzbank’s employee representatives are taking the fight against UniCredit’s hostile bid to the courts, preparing a criminal complaint for suspected market manipulation. The bank’s group works council will hold an extraordinary meeting to authorize its chairman, Sascha Uebel, to file charges against persons unknown under sections 119 and 120 of Germany’s Securities Trading Act.
The complaint centers on the number of shares tendered in UniCredit’s ongoing offer. The Italian lender says it has received acceptances representing 11.22 percent of all Commerzbank shares by Thursday, which, added to its existing stake, would push its total holding to roughly 37 percent. UniCredit also holds call options on more than 3 percent of shares and other financial instruments.
At the heart of the dispute is whether those tenders came from genuine independent investors. Commerzbank insists that the acceptances are almost exclusively from banks and parties linked to UniCredit itself. Its own shareholder register shows no identifiable offer acceptance by any institutional investor, while retail shareholders have tendered only about 0.05 percent. The bank has demanded that UniCredit disclose key elements of its hedging and derivative arrangements, and says it is providing the financial regulator BaFin with ongoing data and findings.
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UniCredit has pushed back, describing the allegations as “purely speculative” and stressing that it is acting in accordance with legal requirements and maintaining a transparent dialogue with BaFin. The offer’s terms remain unchanged: 0.485 new UniCredit shares for each Commerzbank share. At the time the offer document was published, that equated to roughly 31.07 euros per Commerzbank share, while the stock closed at 34.02 euros — an 8.7 percent premium to the bid.
The gap has since widened. The offer’s implied value now lags the market price by around 2.30 euros per share, or about 6 percent, making acceptance economically unattractive for rational investors. Commerzbank shares have surged nearly 32 percent over the past twelve months, recently trading at 36.76 euros, just 3.6 percent below their 52-week high of 38.15 euros. The 200-day moving average stands at 33.82 euros.
The clock is ticking. The acceptance period expires at midnight Frankfurt time on June 16, with first results expected on June 19. An additional acceptance window is scheduled from June 20 to July 3. Commerzbank’s management and supervisory board continue to advise shareholders to reject the offer. The works council meeting will decide on the criminal complaint ahead of that deadline, adding a new legal front to a takeover battle that shows no sign of cooling.
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