Commerzbank says no institutional investor has tendered shares into the €40 billion offer; UniCredit insists the take-up reflects genuine market support
UniCredit and Commerzbank are locked in an escalating dispute over the transparency of acceptance data in UniCredit’s takeover bid, after the Italian bank reported that market take-up reached 10.9% on Tuesday.
The latest figures lift UniCredit’s overall stake in Commerzbank to 37.7%, rising to 40.9% when including derivatives that can be settled by delivering shares. UniCredit also holds separate cash-settled derivatives. Both percentages exceed the 30% threshold UniCredit set for its offer and could give it de facto control of the German lender.
Commerzbank disputes what the numbers actually represent. A spokesperson said the bank could not identify a single institutional investor among the tendered shares, with retail investor acceptance at just 0.05%. The bank argues that the shares tendered came largely from other banks, many of which are also derivatives counterparties to UniCredit, and that it made no economic sense for genuine investors to tender given the exchange offer’s implied value sits below current market prices. Commerzbank has asked German regulator BaFin to investigate the acceptance data alongside its own review.
UniCredit rejected the characterisation. “Any insinuation that UniCredit willfully conflated disclosure categories to artificially inflate perceived tender support for its takeover offer is without factual or legal foundation,” the bank said, adding that its disclosures comply with existing rules and that other derivatives it holds are intended to hedge downside risk on its Commerzbank position.
UniCredit also pushed back on Commerzbank’s right to challenge the process itself, saying the German bank’s leadership was “fully entitled to recommend against UniCredit’s takeover offer” but “not entitled to undermine the integrity of the offer process by making unsubstantiated allegations that UniCredit’s statutory disclosures are misleading, artificially inflated or otherwise unduly interfering with the offer process.”