UniCredit has formally asked the German Federal Financial Supervisory Authority (BaFin) to examine in detail the context and content of the statements made by Commerzbank regarding the takeover bid (OPA) presented by the Italian entity, considering that they could be interfering with the normal course of the operation. The Milan-based bank insists that it has acted at all times with full respect for the regulations and with total transparency.
In a note sent to the media, the group led by Andrea Orcel addresses what it describes as a "continuous and incessant dissemination of inaccurate and misleading information," which, in its opinion, is affecting the orderly development and integrity of the offer process.
"It remains disappointing that Commerzbank avoids analyzing the benefits of a transaction that offers significant value creation and long-term benefits for its shareholders, stakeholders, the German economy, and Europe, and chooses to focus on unfounded claims with the clear intention of undermining the integrity of the offer process, generating confusion among stakeholders," stated the Italian bank.
The transalpine entity flatly rejects the accusations and insinuations about its communications to the market and about the OPA procedure itself. It maintains that all information published by UniCredit has strictly adhered to the requirements of the German Securities Trading Act and the German Takeover Act, and that it has been prepared in constant and transparent coordination with BaFin.
"The disclosures have systematically provided clear and accurate information on both UniCredit's voting rights position and the progress of the offer," it defended, further emphasizing that at no time has it mixed the different categories of information that must be communicated in accordance with current regulations. According to the Italian bank, the confusion between these categories "has proceeded on multiple occasions from Commerzbank's management" with the apparent purpose of constructing "a misleading narrative."
UniCredit emphasizes, in particular, that the insinuations that the actual volume of shares offered would be lower because part of those securities would have been borrowed by the Italian entity itself are false and baseless.
Within the framework of information exchange with BaFin, UniCredit has conveyed these concerns and has requested the supervisor to analyze and investigate in greater depth the circumstances in which said statements were made, their veracity "and their apparent intention to undermine the integrity of the offer process, generating confusion among stakeholders".
With only one day left until the acceptance period for the proposal concludes, the bank has reiterated that its direct participation in the capital, added to the valid acceptances received so far within the framework of the takeover bid, comfortably exceeds the 30% threshold that had been set as the initial objective.
In this context, the entity explains that, if it achieves sufficient support from shareholders at the next annual general meeting, it will be in a position to appoint all shareholder representatives to the supervisory board, a body which in turn has the competence to appoint the management board. UniCredit is confident that this scenario will facilitate the implementation of a strategy aimed at taking advantage of the strategic value creation opportunities identified by the Italian group and at strengthening Commerzbank's position, especially in the German market.
At the beginning of June, Commerzbank had already sent a request to BaFin to review "potentially misleading information" from UniCredit regarding support for its takeover bid, the acceptance period for which is scheduled to end on June 16.
From the German bank's perspective, the data disseminated by UniCredit continues to fall short of the required level of transparency and, therefore, cannot be considered sufficient proof of independent shareholder support for the operation.
On May 5, the acceptance period for the takeover bid formulated by UniCredit and directed at Commerzbank shareholders opened. According to the documentation registered by the entity led by Andrea Orcel, the acceptance window will remain open until June 16, with the possibility of subsequently enabling an additional two-week period, between June 20 and July 3, 2026.
The proposal contemplates an exchange of 0.485 UniCredit shares for each Commerzbank share. However, the German entity has shown its opposition to the operation, understanding that it does not adequately recognize the intrinsic value or growth potential of the bank. The German government, which controls around 12% of Commerzbank's capital, has also expressed its criticism of the takeover bid launched on one of the country's main financial institutions.