UniCredit Nears Effective Control of Commerzbank as Tender Hits 12.5%

UniCredit’s audacious push for Commerzbank has entered a critical phase, with the Italian lender claiming effective control over 42.5% of the German rival’s shares—a figure that has ignited a fierce dispute over how it is calculated. The stock market, however, has brushed aside the political noise and regulatory hurdles, sending UniCredit shares to within a whisker of their 52-week high of €80.91. The stock closed Friday at €79.85, posting a weekly gain of 9.16% and a year-to-date advance of 11.38%.

The ownership breakdown is layered. UniCredit already holds 26.77% of Commerzbank’s shares directly. A further 12.51% was tendered by shareholders during the first acceptance period, in exchange for 0.485 UniCredit shares per Commerzbank share. On top of that, the Italians have secured access to voting rights on an additional 3.22% through derivative instruments, while another 13.19% is covered by cash-settled derivatives that carry no voting power. Adding the direct stake and the tendered shares together yields 39.28%, but by including derivatives with voting rights the total claim rises to 42.5%.

That aggregate figure has drawn sharp criticism from Commerzbank’s management, which argues it is misleading. The bank contends that most of the tendered shares came from UniCredit’s own derivative counterparties rather than from genuine independent investors. Commerzbank has therefore lodged a complaint with the German financial regulator BaFin, seeking to block the inclusion of those securities in the count. For UniCredit, the key threshold remains 30% under German takeover law, which would grant it significant influence over strategic decisions.

The funding mechanism for the deal is also under scrutiny. UniCredit’s management is authorised to issue up to 470 million new shares to pay for the acquisition. Any significant rise in the acceptance rate would therefore increase dilution for existing UniCredit shareholders—a double-edged sword that could weigh on the stock if the tender proves too successful.

Should investors sell immediately? Or is it worth buying Unicredit?

Despite the risks, analysts remain bullish. Bank of America has lifted its price target to €100 with a “buy” rating, while the consensus estimate stands at roughly €86. About 80% of sell-side experts recommend buying the stock. Chart watchers note that the relative strength index, at just under 68, points to strong upward momentum without overheating. Should the shares pull back, the 50-day moving average near €71.07 offers a solid floor.

Political opposition adds another layer of complexity. The German government, which still holds 12% of Commerzbank, formally rejected the bid this week. Commerzbank’s own board has criticised the offer price as too low and the strategic plan as unconvincing. UniCredit, however, is pressing ahead with a second acceptance period, and the outcome of that window will determine whether its effective control swells—or whether dilution fears cap the rally.

For now, the stock’s upward trajectory remains intact, but the narrow gap between the current price and the year high leaves little margin for error. A deal that stumbles on political or regulatory rocks could trigger a rapid reversal. Until then, the market is betting that UniCredit’s bold gambit will pay off.