Commerzbank has submitted a formal request to the German Federal Financial Supervisory Authority (BaFin) to examine "potentially misleading information" disseminated by UniCredit in relation to the backing of its takeover bid, whose acceptance period is scheduled to end on June 16.
"Given the significant market and regulatory implications of these matters, as well as the considerable concerns expressed by its shareholders, Commerzbank is providing BaFin with the relevant public information, along with its own analysis and conclusions, and supports a thorough review of the relevant facts to offer the market a complete picture of the situation," the German entity stated.
According to the German bank, the latest figures communicated by UniCredit on the acceptance rate of its takeover bid "are misleading," lack detailed justification, and fuel the suspicion that an artificially inflated image of support is being conveyed, something that, in its opinion, requires an investigation by the regulator.
In this regard, it emphasizes that, according to UniCredit's own publicly released data, the Italian entity would directly control around 27% of Commerzbank's capital, while the rest of the mentioned positions are mainly linked to offered shares and derivative instruments, and therefore should not be understood as an equivalent level of shareholding, voting rights, or control capacity.
Thus, for Commerzbank, the information communicated by UniCredit does not represent a homogeneous sum of ownership, political rights, or control, as directly held shares, derivative positions, and offered securities cannot be accounted for as a single aggregated position.
In this context, with the data available to Commerzbank, 7.58% of the offered shares would be associated, largely directly or indirectly, with UniCredit's derivative counterparties and not with independent investors.
"The recently reported tendered shares, representing a total volume of 7.58%, raise significant questions about their economic origin and interpretation," warns Commerzbank, which states that it has not detected any tender from a large institutional investor, while the sum of retail tenders would barely reach 0.05%. Therefore, it considers that the tendered shares cannot be taken as evidence of autonomous shareholder support for the operation.
Furthermore, the German entity recalls that the current implied price of the offer is below the stock market quotation of Commerzbank shares, so, in its opinion, "it offers no economic justification for shareholders to tender their shares."
Consequently, Commerzbank urges not to draw definitive conclusions about who holds the ultimate ownership of the shares, the degree of influence or control, nor about the final shareholder support for the proposal until all relevant elements have been thoroughly analyzed and adequately communicated to the market.
On May 5, UniCredit began the acceptance period for its takeover bid aimed at Commerzbank shareholders. According to the documentation released by the bank led by Andrea Orcel, the acceptance window will remain open until June 16, with the possibility of enabling an additional two-week period, between June 20 and July 3, 2026.
UniCredit's proposal contemplates an exchange of 0.485 of its own shares for each Commerzbank share. However, the German entity has rejected the operation, considering that it does not adequately reflect its intrinsic value or growth potential. The German government, which controls around 12% of Commerzbank's capital, has also expressed its opposition to the offer for one of the most relevant banks in the German financial system.