Commerzbank Disputes UniCredit’s Tender Tally as Stock Holds Above Offer Value

The second deadline in UniCredit’s drawn-out pursuit of Commerzbank is ticking down, but the Italian bank’s apparent success in gathering shares has been met with fierce pushback from the German lender’s management. On paper, UniCredit now controls 42.5% of Commerzbank’s equity — a figure that would appear to give it commanding influence. But a closer look at where those shares came from has sparked a bitter dispute over the offer’s legitimacy.

During the first tender period, which closed in mid-June, only 12.51% of Commerzbank shareholders accepted the swap offer. That figure was added to UniCredit’s existing holdings: 26.77% in direct shares and a further 3.22% via derivative instruments that entitle it to physical delivery. The total position of 42.5% comfortably clears the 30% threshold that typically triggers a mandatory takeover offer in Germany.

Yet Commerzbank’s board has cast doubt on the integrity of those tenders. In a statement dated June 10, the lender said its own data showed that no institutional investor had tendered shares by that point. The vast majority of the accepted paper, it argued, came from banks and parties linked to UniCredit itself. The bank also flagged an unusual spike in securities lending activity in its own stock and has been feeding the data to BaFin, Germany’s financial regulator.

The market, for its part, appears sceptical of the offer’s appeal. Commerzbank shares closed the week at €38.37, just 1.24% shy of their 52‑week high of €38.85. The stock has climbed roughly 39% over the past twelve months and now trades a hefty 12.94% above its 200‑day moving average of €33.97. That premium reflects the takeover pressure baked into the price — and underscores the fact that the implied value of UniCredit’s offer has consistently lagged behind the market price.

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

UniCredit is offering 0.485 of its own shares for each Commerzbank share. During the first offer period, Commerzbank’s management noted that the stock traded at a discount of around 6% — or €2.30 per share — below the bid’s implied value. That gap has persisted, giving independent shareholders little economic incentive to tender voluntarily. The stock’s relative strength index stands at 63.8, confirming the upward momentum without signalling an overheated condition.

Commerzbank’s supervisory board and executive team have maintained their rejection of the deal, arguing that the offer lacks both an adequate premium and a convincing integration plan. They have urged shareholders to hold off. The second tender period, which opened on the Saturday after the first closed, runs until 3 July 2026. UniCredit has said it will announce the final acceptance rate on 8 July.

Even if the second haul proves larger, the transaction faces a long regulatory slog. UniCredit has cleared some formal hurdles — such as ruling out insolvency proceedings — but still requires approvals from competition authorities and financial supervisors. The bank itself does not expect a final completion before 2027. Until then, the legal timetable will dominate the newsflow, while the stock’s resilience near its 52‑week high continues to hand Commerzbank’s management its strongest argument against the hostile bid.