Commerzbank AG Highlights Concerns Over UniCredit’s Share‑Tendering Pattern

Commerzbank AG has reiterated its apprehensions regarding the pattern of share tendering that has emerged in connection with UniCredit’s takeover bid. The German bank’s latest statements, released early this week, indicate that, despite a modest rise in the bid’s acceptance level to approximately eleven per cent, custodial data continue to show that no institutional investors have tendered shares. Instead, the tendered shares appear to stem almost exclusively from banks and entities linked to UniCredit that did not hold significant positions in Commerzbank prior to the offer.

Persistent Premium and Rising Securities‑Lending Activity

Commerzbank notes that its share price has consistently traded above the implied offer price, with a recent premium of roughly six per cent. The bank also highlights a sharp rise in securities‑lending activity involving its shares since the announcement of the bid—an anomaly that it believes could be related to the observed tender behaviour. The institution calls for greater transparency from UniCredit and associated parties regarding the economic incentives underlying the tendering, and it continues to provide ongoing data to the German financial regulator.

Board Recommendation Against Accepting the Offer

In parallel, the bank’s board advises shareholders not to accept UniCredit’s proposal, citing the lack of independent support and the absence of a clear economic rationale for the current tender pattern. The board stresses that the decision to decline the offer is grounded in fundamental business principles and the protection of shareholder interests.

Monitoring the Situation Until the End of the Acceptance Period

Commerzbank will maintain its monitoring of the situation until the conclusion of the initial acceptance period on 16 June and the extended period that is expected to run until 3 July. The German bank’s vigilance reflects its broader commitment to transparency and prudence in the face of cross‑border takeover dynamics that transcend industry boundaries.


This article draws upon publicly available data and statements issued by Commerzbank AG and its regulatory filings. The analysis aims to provide a neutral perspective on the evolving situation while acknowledging the economic, regulatory, and competitive factors at play.