UniCredit rejects Commerzbank claims over 10.95% tender data

UniCredit and Commerzbank are locked in an escalating public dispute over the validity of tender data in the Italian lender's 37.5-billion-euro takeover bid.

MILAN — UniCredit on Monday dismissed as groundless Commerzbank's suggestion that the real take-up in its exchange offer for the German lender is lower than the 10.95% of shares tendered, escalating a public dispute that threatens to disrupt one of Europe's largest cross-border banking deals.

"Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation," UniCredit said in a statement, adding it would consider "the most appropriate action to protect its interests."

UniCredit said it was "compelled to clarify its position to set the record straight" because of "the continued and relentless dissemination of inaccurate and misleading information" that it said was interfering with the offer process and encouraging regulatory and legal investigations to disrupt the integrity of the bid. Commerzbank earlier Wednesday said shareholder structure data revealed "not a single institutional investor identified as having tendered shares into the offer," calling it a "reasonable assumption that the tendered shares stem almost exclusively from banks and parties connected to UniCredit."

The dispute tests European banking consolidation appetite at a time when cross-border M&A remains rare. UniCredit's total exposure to Commerzbank stands at 37.7% after the latest acceptances, including its separately owned 26.77% stake. At Tuesday's closing price, the bid implied a value for Commerzbank of about 37.5 billion euros ($43.3 billion), compared with a market capitalization of roughly 39 billion euros — a discount that Commerzbank has argued reflects inadequate valuation.

Commerzbank flagged an "unusual" surge in securities lending activity involving its shares, which it said expanded more than tenfold since the takeover announcement. The German lender advised that "investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer" at this stage. The acceptance rate has climbed steadily from 7.58% a week earlier to 10.91% on Tuesday and 10.95% in the latest filing.

The back-and-forth marks the latest chapter in a hostile takeover saga that began when UniCredit disclosed its initial stake in September 2025. UniCredit Chief Executive Officer Andrea Orcel has pursued the deal as a cornerstone of his strategy to build a pan-European banking champion, while Commerzbank management has resisted, arguing the offer undervalues the franchise. The last major cross-border European banking merger — BNP Paribas's acquisition of Banca Nazionale del Lavoro in 2006 — faced years of regulatory hurdles before completion, a reminder of the political complexity that such transactions entail.

A successful takeover would give UniCredit a combined balance sheet exceeding 1 trillion euros, placing it among Europe's largest lenders alongside BNP Paribas, Santander and Deutsche Bank. The deal has drawn scrutiny from German regulators and politicians, who have expressed concern about foreign ownership of a domestic lender that plays a central role in financing the country's Mittelstand businesses.

The offer has been open since early May and is due to run until June 16, though takeover rules could lead to an extension. If completed, the combination would create a banking entity with significant presence across Germany, Italy and Central and Eastern Europe, reshaping the region's competitive market. The outcome will also signal the viability of cross-border bank mergers in Europe, where national regulators have historically been reluctant to approve such tie-ups.

This article is for informational purposes only and does not constitute investment advice.