By Steven Arons | Updated on Jun 10, 2026 at 04:39 PM
Commerzbank AG expressed fresh doubts whether the rising acceptance level of UniCredit SpA’s takeover bid is a full reflection of investor support.
It’s a “reasonable assumption that the tendered shares stem almost exclusively from banks and parties connected to UniCredit,” Commerzbank said in a statement Wednesday. It said it recommends that “investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer” for now.
It’s the latest escalation in a heated argument between the two banks. Commerzbank first raised doubts last week and UniCredit responded on Tuesday, accusing Commerzbank of circulating “increasingly serious and unfounded misinformation.” It also said that “any insinuation” that it “willfully conflated disclosure categories” to create an impression of investor support for its offer is “without factual or legal foundation.”
Read More: UniCredit’s Commerzbank Bid Progresses Amid Escalating Rhetoric
In UniCredit’s latest disclosure on Wednesday, it said its takeover proposal for Commerzbank had been accepted by shareholders representing 10.95% of the target’s share capital. That was up from 10.91% on Tuesday and from 7.58% in the previous week, showing the bank is gradually moving toward full control given it also owns a direct stake of 26.77%.
The Italian bank’s proposal valued the German bank at roughly €37.5 billion ($43.3 billion) at Tuesday’s closing price, compared with a market value of around €39 billion. It has been open to investors since early May and runs through June 16, though takeover rules may require an extension.
“None of the tendering parties connected to UniCredit held material stakes in Commerzbank prior to the takeover offer,” Commerzbank said in the statement Wednesday. “UniCredit’s disclosures continue to fall short of the required level of transparency and cannot be regarded as evidence of independent shareholder support for the offer.”
Commerzbank has “observed a significant increase in securities lending activity involving its shares in recent weeks,” it said. “Since the announcement of the offer, lending activity has increased more than tenfold.”
The filing from UniCredit on Wednesday also disclosed exposure to 3.22% of Commerzbank’s share capital through physically-settled derivatives and to another 13.19% through cash-settled ones, which means it’s “not entitled to demand a transfer of Commerzbank shares” under the latter ones.
UniCredit also said that it “continues to be a party to derivative financial instruments that are not subject to a notification obligation,” which cover “almost the entire” holding it has in Commerzbank. The instruments serve to help manage the attached risk “both from a fundamental value perspective and from a regulatory capital consumption perspective, primarily providing the bidder with downside protection.”