Commerzbank has asked Germany’s financial regulator to review disclosures by UniCredit about support for its takeover offer

The request escalates a dispute over the Italian lender’s attempt to raise its stake above the 30 per cent threshold that would give it greater freedom to increase its holding.

The German bank said it was in contact with regulator BaFin regarding UniCredit’s recent statements that shareholders representing a 7.58 per cent stake had agreed to tender their shares into the offer. According to a staff notice seen by Reuters and later confirmed by Commerzbank, the lender believes most of those shares are linked directly or indirectly to counterparties involved in UniCredit’s derivatives positions rather than independent investors.

Commerzbank said data available to the bank indicated that “the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties - not independent investors”. The lender added that transparency and supervisory scrutiny were in the interests of all market participants and urged investors not to draw firm conclusions about shareholder support until the matter had been fully assessed.

Reuters reported that Commerzbank’s internal communication argued it would not be “economically rational” for investors to tender shares at UniCredit’s offer price because it remains below the prevailing market price. The bank said it had not identified any institutional investors participating in the offer and that retail tenders accounted for only 0.05 per cent of shares.

UniCredit rejected the criticism and defended its disclosures. The bank said it would not comment on “insinuations that lack a factual basis” and maintained that its position in Commerzbank had been reported accurately. According to the lender, its aggregate exposure to Commerzbank voting rights stands at about 43.2 per cent, including a direct shareholding of 26.8 per cent and shares representing roughly 7.6 per cent of the bank that have been tendered.

The dispute comes less than two weeks before the expiry of UniCredit’s approximately 24 billion-euro offer for the shares in Commerzbank that it does not already own. The bid, launched last month and formally rejected by Commerzbank, is designed to lift UniCredit’s direct stake above the mandatory 30 per cent takeover threshold rather than secure immediate control of the German lender.

The battle has become one of Europe’s most closely watched banking takeover contests, with Commerzbank continuing to encourage shareholders to reject the offer while UniCredit presses ahead with plans to expand its influence over Germany’s second-largest listed bank.

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