Commerzbank Dismisses UniCredit’s 39% Stake Claim as ‘Artificial’ Amid Tender Standoff

The battle for Commerzbank has entered a phase of open numerical warfare, with Frankfurt and Milan presenting starkly different versions of the same takeover tally. UniCredit insists it has amassed a controlling position of over 39% through its exchange offer, but Commerzbank’s leadership is crying foul, labelling the figure an illusion propped up by friends of the Italian bank.

Chief executive Bettina Orlopp has issued a fresh appeal to shareholders, urging them to reject UniCredit’s bid as both financially inadequate and lacking a credible strategic vision. Her letter lands as the deadline for the offer — already extended once — ticks down to 3 July, with the final acceptance rate due to be published on 8 July.

The Numbers Dispute

UniCredit entered the offer period holding just under 27% of Commerzbank’s shares. It now claims that by mid-June, additional tenders pushed its direct stake on a theoretical basis to more than 39%. The figures that matter to Frankfurt, however, tell a very different story. According to Commerzbank, only about 1% of institutional investors have tendered their shares, while the retail acceptance rate sits at just 0.05%. The management suspects that the bulk of the newly counted shares came from allied banks rather than genuine arms-length sellers, branding the exercise an artificial inflation of UniCredit’s market position.

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

The widening gap between Milan’s narrative and Frankfurt’s reality has injected fresh volatility into Commerzbank’s stock. The share price dipped to 37.46 euros on Friday, a modest retreat from the recent year-high of 38.85 euros but still comfortably above its 50-day moving average. The annualised volatility of around 24% underscores the anxiety hanging over the stock. Over the past twelve months, however, the long-term uptrend remains intact, with the shares up roughly 38%.

Distractions in Milan

UniCredit’s chief executive Andrea Orcel had evidently expected smoother progress. The decision to extend the tender period to 3 July is widely read by observers as a sign of unexpectedly stiff resistance. The timing is awkward: a fresh distraction has emerged on UniCredit’s home turf, where French rival Crédit Agricole has raised its stake in Banco BPM to nearly 30%. The defensive move forces Milan to keep one eye on its domestic flank while trying to force a breakthrough in Germany.

Commerzbank is betting that the existing shareholder base will hold firm. With retail investors almost entirely absent from the tender and institutions overwhelmingly staying put, the German lender argues there is no genuine momentum behind the Italian bid. The standoff leaves Orcel with a narrowing window to improve the offer or watch his assault fizzle out against a stubborn Frankfurt ownership structure. The 3 July deadline now looms as the make-or-break moment in this corporate tug-of-war.