UniCredit rejects Commerzbank accusations of inflated tender uptake, requests BaFin probe and hints at board ouster
UniCredit dismissed Commerzbank's suggestions that the tender uptake in its exchange offer was artificially low due to borrowed shares, calling the assertions groundless and misleading, and asked Germany's BaFin to review the German bank's statements.
Dispute over tender numbers
UniCredit accused Commerzbank of spreading "inaccurate and misleading information" to undermine its takeover offer. The Italian bank said it was "compelled to clarify its position" given the "continued and relentless dissemination" of false claims. It rejected the idea that the actual number of tendered shares was lower because they had been borrowed from UniCredit.
Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation.
The exchange offer, viewed as hostile by Commerzbank, has led UniCredit to claim it has secured almost 12 percent of the Frankfurt-based lender. Commerzbank had questioned how that level was reached, given that the swap into UniCredit shares would be a loss for its shareholders.
Derivative transactions revealed
UniCredit disclosed it had entered into derivative contracts with banks to hedge against potential losses on Commerzbank shares. Insiders told Wirtschafts Woche that these derivatives are backed by shares tendered in the offer, not ordinary market holdings. The arrangement could give counterparties an incentive to tender, a detail that Commerzbank has seized on to suggest the uptake is artificially inflated.
Tendered shares are tendered shares and irrevocably bound.
The bank maintained that the shares lodged are legitimate and cannot be withdrawn, rejecting any implication of improper borrowing.
Threat to replace management
UniCredit indirectly warned that if it secures sufficient shareholder backing at a general meeting, it could replace all shareholder representatives on Commerzbank's supervisory board, which in turn appoints the management board. A simple majority would suffice, and UniCredit stated it is confident that such support is within reach.
UniCredit is confident that this would support a strategy that capitalises on the strategic value creation opportunities it has identified, strengthening and transforming Commerzbank especially in Germany.
The Italian lender framed the potential merger of HypoVereinsbank and Commerzbank as beneficial for shareholders, stakeholders, and the German market.
BaFin review requested
UniCredit asked German financial regulator BaFin to investigate Commerzbank's statements, saying they created a "misleading narrative" around the offer process. The move raises the stakes in a takeover battle that increasingly pits the two management teams against each other.
