In brief
UniCredit’s exchange offer was tendered for 12.51% of Commerzbank shares by the June 16 deadline, lifting direct ownership to 39.28%.
Adding 3.22% held in convertible instruments, UniCredit’s potential stake climbs to 42.5%, and could rise to 43.33% once Commerzbank cancels treasury shares.
A two-week additional acceptance period runs until July 3, with final results due July 8. No increases to the offer are permitted under German takeover law.
The bank’s board reiterates opposition, the works council files a criminal complaint for suspected market manipulation, and BaFin has been alerted.
- 20 JunSupplementary acceptance period opens
- 3 JulSupplementary acceptance period closes
- 8 JulFinal results to be published
Initial offer closes above target
UniCredit’s initial acceptance period for its Commerzbank bid ended on June 16, with 12.51% of the German bank’s shares tendered, according to definitive data released Friday. The preliminary figure had been 12.41%. Combined with the 26.77% UniCredit already held, its direct shareholding reaches 39.28%. An additional 3.22% held via convertible instruments lifts the total potential position to 42.5%. The Italian lender had set a minimum goal of crossing 30%, a threshold now well exceeded. The exchange ratio is 0.485 UniCredit shares for each Commerzbank share.
Supplementary acceptance period
German takeover rules allow a two‑week extension for shareholders who did not accept the initial offer. That period runs from June 20 to July 3. UniCredit cannot sweeten the bid during this window. Final results will be published on July 8, with no interim updates required. The extension gives both sides a final chance to gauge the true appetite for Orcel’s ambition of creating a European banking giant with an aggregated market capitalisation above €160 billion.
Commerzbank resists, cites inadequate premium and suspicious activity
The Frankfurt‑based bank repeated its recommendation to reject the offer, calling it “unchanged without an adequate premium.” It said the vast majority of shareholders trust the standalone Momentum 2030 strategy and claimed most tendered shares came from “friendly counterparties in Milan.” The works council filed a criminal complaint over suspected market manipulation, and management referred the matter to Bafin.
“The majority of our shareholders have confidence in the potential of our autonomous Momentum 2030 strategy.”
UniCredit dismissed the accusations as a distraction from the merger’s economic logic, arguing that combining Commerzbank with its existing German unit HypoVereinsbank would yield billions in cost savings, albeit with thousands of job cuts.
“If UniCredit obtains sufficient shareholder support at the AGM, it would be able to elect all shareholder representatives to the supervisory board, which in turn is responsible for appointing the management board.”
- Direct shares (prior + tendered)
- 39.28 %
- Potential with convertible instruments
- 42.5 %
Data from the article text
German government holds firm
The German state, whose sale of a 12% stake in September 2024 created the initial entry point for UniCredit, recently reaffirmed it will not sell its remaining holding. Officials described the takeover approach as “aggressive” and lacking an adequate premium, pointing to Commerzbank’s role in financing the German Mittelstand and as a major employer.
What comes next
With the offer price now slightly above Commerzbank’s current trading price (around €38.69 to €39.13 per share), the financial incentive has shifted marginally in favour of acceptance. European Central Bank scrutiny is expected as the stake crosses the de facto control threshold, potentially triggering higher capital requirements. The next two weeks will test whether the supplementary period brings enough new tenders to force the Commerzbank board to the negotiating table, or whether the hostile bid remains mired in regulatory and legal disputes.