UniCredit threatens Commerzbank board overhaul and rejects claims of inflated tender take-up

Tender offer numbers and first phase closing

By the penultimate day of UniCredit's exchange offer for Commerzbank, shareholders had tendered 11.91% of the German bank's capital, up slightly from 11.86% on Friday, according to the latest update. The first phase closes tomorrow, followed by a two-week additional acceptance period under German rules. Combined with its existing 26.77% direct stake, physically-settled derivatives for 3.22%, and cash-settled derivatives for 13.19%, UniCredit's potential economic exposure stands at 55.09% of Commerzbank's share capital. Including only physical shares and tendered stock, its holding would reach 38.68%, and 41.9% with the physically-settled derivative. UniCredit has already exceeded its minimum target of 30% of Commerzbank's capital.

Direct stake

26.77 %

Tendered shares

11.91 %

Physical derivatives

3.22 %

Cash derivatives

13.19 %

Accusations of misleading information

Commerzbank has argued that the true number of tendered shares is lower than the headline figure because, it claims, much of the tendered stock came from counterparties linked to UniCredit through derivative hedging arrangements. Bettina Orlopp, Commerzbank's CEO, said institutional shareholders appear not to have tendered and that it is "economically irrational" to accept the offer given the current share price. UniCredit dismissed the suggestions as "false and without foundation."

Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation.

The Italian bank accused Commerzbank of spreading "inaccurate and misleading information" to distract from the merits of the offer.

Regulatory intervention

The dispute has drawn in Germany's financial regulator BaFin. Commerzbank previously asked BaFin to examine whether UniCredit had reached improper agreements with derivative counterparties, leading to a distorted picture of take-up. UniCredit responded by requesting BaFin to assess whether initiatives have been taken to compromise the regularity and integrity of the offer process. The bank said it would pursue "the most appropriate action to protect its interests." Separately, Commerzbank's works council filed a criminal complaint against unknown persons for suspected market manipulation. BaFin has not commented.

Governance showdown

UniCredit threatened to use its accumulated stake to overhaul Commerzbank's supervisory board and replace its management, drawing a rebuke from Orlopp.

It is not ideal to announce at a systemically relevant institution that the management team will be replaced in order to implement one's own stand-alone strategy.

With a stake above 40%, UniCredit would command a majority at a typical general meeting, potentially allowing it to block the election of employer-side supervisory board members in 2027 or seek the removal of Sabine Lautenschläger-Pleiter and Michael Gorriz, whose terms run until 2029. The German government, which holds around 13% and opposes the takeover, has the right to propose two shareholder representatives under an agreement with Commerzbank, a point Orlopp says UniCredit has ignored.

Orlopp's defense and government stance

Orlopp insisted that Commerzbank had "presented the facts diligently" and had done nothing misleading. She reiterated that the bank remains open to discussions with UniCredit, provided any deal includes a premium over the current offer discount and acknowledges the strengths of Commerzbank's business model. The German government, as the second-largest shareholder, has signaled it will not nominate candidates who would advance UniCredit's plans. UniCredit CEO Andrea Orcel has previously outlined plans to cut 7,000 jobs in Germany and scale back the international network, deepening opposition from Commerzbank's leadership and staff.