Commerzbank Questions UniCredit Tender Data

Commerzbank has again cast doubt on whether the number of shares tendered into UniCredit's bid represents genuine broad investor backing. The German bank pointed to shareholder structure data suggesting "not a single institutional investor" had tendered shares, making it a "reasonable assumption" that tendered shares originated from banks or parties affiliated with UniCredit.

Further raising concerns, Commerzbank observed an "unusual" surge in its stock lending volume and timing over recent weeks, expanding more than tenfold since the takeover announcement. The bank advised investors to "refrain from drawing definitive conclusions" about ownership, influence, or shareholder support for the offer.

This exchange marks the latest development in an ongoing dispute. Commerzbank previously raised similar concerns, prompting UniCredit to accuse the German lender of spreading "unfounded misinformation." UniCredit also denied any insinuation of deliberately conflating disclosure categories to create an impression of investor support.

According to UniCredit's latest filing, holders representing 10.95% of Commerzbank's share capital have accepted the offer. This figure has increased from 10.91% earlier in the week and 7.58% a week prior. UniCredit independently holds a 26.77% stake. The offer, which opened in early May, is set to conclude on June 16, 2026, though takeover rules might permit an extension. At Tuesday's closing price, the bid valued Commerzbank at approximately €37.5 billion ($43.3 billion), compared to its market capitalization of roughly €39 billion.

Commerzbank stated that tendering parties connected to UniCredit did not hold material stakes before the offer. It further asserted that UniCredit's disclosures lacked the necessary transparency to evidence independent shareholder support. The bank reiterated its observation of a significant tenfold increase in securities lending activity involving its shares since the offer's announcement.