Works Council Files Criminal Complaint as UniCredit’s Commerzbank Bid Comes Under Fire
13.06.2026 - 05:04:20 | boerse-global.de
The battle for Commerzbank took a sharply legal turn over the weekend as the lender’s works council prepared to file a criminal complaint against UniCredit, accusing the Italian bank of market manipulation and misleading investors just days before the tender offer’s deadline.
The complaint, rooted in Sections 119 and 120 of Germany’s Securities Trading Act, targets the conduct of the offer process rather than any specific individual. It alleges that UniCredit has engineered the acceptance numbers to create an illusion of momentum. Commerzbank’s management says it has been unable to identify a single institutional investor that has tendered shares. Instead, the roughly 134 million shares submitted so far — equivalent to nearly 12% of the bank’s capital — appear to have come almost exclusively from entities close to UniCredit that held no meaningful positions before the bid was launched.
Stock lending activity has jumped more than tenfold since the offer was announced, a pattern Commerzbank argues is designed to inflate the acceptance rate artificially. The bank is demanding that UniCredit disclose all hedging and derivative arrangements tied to the bid. UniCredit has pushed back, insisting its disclosures are fully compliant with the law and were made in consultation with Germany’s financial regulator, BaFin.
Should investors sell immediately? Or is it worth buying Commerzbank?
The offer itself — 0.485 new UniCredit shares for each Commerzbank share — currently sits roughly 6% below the market price. At Friday’s close of €36.76 in Frankfurt, the stock was trading comfortably above the 50-day moving average of €35.65, and added another 1.79% on Monday to hit €36.89. Over the past twelve months, the shares have gained nearly 32%, although they have edged up less than 1% since January. The gap to this year’s high is just 4%.
With the valuation so clearly tilted in favour of holders who stay put, it is little wonder that the acceptance rate has stayed low. UniCredit already controls about 27% of the voting rights directly, plus additional derivative instruments that do not convey physical shares or voting power. The €6-per-share premium implied by the original offer has all but evaporated.
The first acceptance period ends on June 16. A second window runs from June 20 to July 3. If UniCredit does not extend the offer under German law, the final tally will be known days later. The works council’s criminal complaint ensures the fight will not end with the deadline, and all eyes are now on BaFin to see whether it takes up the transparency demands that Commerzbank has laid out.
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