The corporate battle between UniCredit and Commerzbank has escalated into an aggressive legal war of words on the eve of the Italian lender’s exchange offer closing. Striking back against weeks of hostile resistance, UniCredit released a sharp statement defending the integrity of its €40 billion all-share bid, while formally requesting that the German Federal Financial Supervisory Authority (BaFin) investigate Commerzbank for spreading “misleading information” designed to derail the process.
The cross-border friction intensified after Commerzbank’s central works council filed a complaint alleging market manipulation, prompting a preliminary review by the Frankfurt Prosecutor’s Office regarding UniCredit’s regulatory submissions. UniCredit has forcefully rejected these accusations, maintaining that all of its marketplace disclosures are fully compliant with the German Takeover Act and Securities Trading Act. The Milan-based bank countered that Commerzbank’s management is intentionally conflating reporting categories to distort the narrative and distract from the actual strategic merits of a financial combination.
A primary flashpoint in the dispute involves the legitimacy of the shares tendered so far. Commerzbank leadership has publicly questioned the numbers, insinuating that the take-up rate was artificially inflated because the securities were actually borrowed from UniCredit via share-lending arrangements or funneled exclusively through UniCredit’s own derivative counterparties rather than independent institutional investors. UniCredit flatly dismissed these claims as groundless, confirming it has engaged in no such share-lending activities involving its Commerzbank holdings and declaring that the tendered shares are irrevocably committed.(Reuters)
Despite the intense regulatory pushback, UniCredit revealed that its direct equity stake, combined with incoming acceptances, has pushed its total exposure to 38.63%—comfortably exceeding the 30% minimum threshold it originally targeted. When factoring in cash- and equity-settled derivatives, UniCredit’s potential exposure climbs to 54.13%.
Looking ahead, UniCredit expressed confidence that this majority footprint will give it the leverage needed at Commerzbank’s next Annual General Meeting to replace all shareholder representatives on the Supervisory Board, which would subsequently hand the Italian bank total control over appointing the Management Board. UniCredit minimized concerns that it lacks the 75% structural supermajority normally required for sweeping governance overhauls, reiterating that such thresholds only apply to a formal corporate merger—an option UniCredit’s leadership maintains it will not pursue until Commerzbank is first stabilized and transformed.
