UniCredit asked Germany's financial regulator BaFin to review statements made by Commerzbank over its €40 billion all-share bid, with the offer due to conclude on Tuesday. The Italian bank said it was compelled to clarify its position because of what it called the continued dissemination of inaccurate and misleading information interfering with the offer process. The dispute centers on the level and nature of shareholder support for UniCredit's offer, which Commerzbank has opposed along with much of Germany's political and financial establishment, in a takeover battle that has run for nearly a year.
UniCredit Requests BaFin Review of Commerzbank Statements
UniCredit said it was "compelled to clarify its position to set the record straight" because of what it called "the continued and relentless dissemination of inaccurate and misleading information" that it said was interfering with the offer process. The dispute centers on the level and nature of shareholder support for UniCredit's offer, which is due to conclude on Tuesday.
UniCredit's latest move follows Commerzbank's earlier request for BaFin to investigate take-up data. Commerzbank had suggested that none of its institutional investors had tendered their shares, a claim UniCredit rejected. The German bank responded that it had not misled the market. The offer is currently at a discount to the market value of Commerzbank shares.
Commerzbank and UniCredit Dispute Tendered Share Data
Commerzbank has said the tendered shares came from banks that, in most cases, are counterparties of UniCredit. UniCredit has disclosed derivatives arrangements with Nomura, Citi, and BNP Paribas.
UniCredit rejected the idea that tendered shares were overstated or connected to borrowed shares. "Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation," the bank said.
Commerzbank CEO Bettina Orlopp defended the bank's position. "We have, of course, simply presented the facts, and we will continue to do so, because we are the only ones who actually have access to them," she told a conference.
UniCredit Holds 41.8% Overall Position in Commerzbank
UniCredit has so far secured around 40% of Commerzbank, after previously saying its goal was to lift its stake just above 30%. That level is widely seen as enough to influence shareholder resolutions at future meetings.
Take-up stood at 11.86% of Commerzbank's capital on Friday. Including a 26.77% equity stake it had already built and another 3.2% in share-settled derivatives, UniCredit's overall holding reached 41.8%. The bank also holds 13.2% of Commerzbank through cash-settled derivatives.
UniCredit did not participate in Commerzbank's annual general meeting, but it said that if it secures enough support at a future AGM, it could appoint all shareholder representatives on the supervisory board. That board would have responsibility for appointing Commerzbank's management board. UniCredit said this would allow it to implement a profit-boosting strategy it had previously promised for the German lender.
Takeover Battle Tests European Banking Control Dynamics
The takeover battle has become a test of whether a major European bank can use a large minority stake, derivatives exposure, and shareholder pressure to force change at a reluctant rival. It is also a test of German resistance to foreign control of a systemically important domestic lender.
For UniCredit, the core argument is strategic. Gaining control over Commerzbank would strengthen its position in Europe's banking market and give it a larger foothold in Germany. For Commerzbank, the priority is to defend independence and question whether UniCredit's offer properly reflects its value and shareholder base.
The offer's discount to Commerzbank's market value complicates the case for acceptance. UniCredit's accumulated stake gives it leverage over future governance. The immediate question is whether UniCredit's current level of support is enough to shape Commerzbank's future from inside the shareholder base.
FAQ
What did UniCredit ask BaFin to do regarding Commerzbank?
UniCredit asked Germany's financial regulator BaFin to review statements made by Commerzbank over its €40 billion all-share bid. The Italian bank said it was compelled to clarify its position because of what it called the continued dissemination of inaccurate and misleading information interfering with the offer process.
How much of Commerzbank does UniCredit currently control?
UniCredit's overall holding reached 41.8% of Commerzbank. This includes a 26.77% equity stake, 11.86% take-up as of Friday, and 3.2% in share-settled derivatives. The bank also holds 13.2% of Commerzbank through cash-settled derivatives.
What is the dispute between UniCredit and Commerzbank about tendered shares?
Commerzbank has said the tendered shares came from banks that are counterparties of UniCredit, which has disclosed derivatives arrangements with Nomura, Citi, and BNP Paribas. UniCredit rejected suggestions that tendered shares were overstated or connected to borrowed shares, calling such claims false and without foundation.
