- UniCredit’s filing does not reflect equivalent ownership, voting rights or control, as directly held shares, derivative positions and tendered shares should not be interpreted as aggregate position
- According to data available to Commerzbank, the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties – not independent investors.
- The current implied offer price being below Commerzbank’s current share price provides no economic rationale for shareholders to tender their shares
- Commerzbank has requested BaFin to review the matter
- Commerzbank recommends not to draw definitive conclusions on ownership or shareholder support until the facts are fully assessed
Commerzbank AG has taken note of UniCredit’s most recent report regarding the acceptance of its takeover offer published on 2 June 2026. In Commerzbank’s view, the most recent figures communicated by UniCredit are misleading without supporting explanations and give rise to the suspicion of actions that create a false impression of an artificially inflated position that needs to be investigated. As a result of UniCredit’s filings, public discussion has increasingly combined directly held shares, tendered shares, derivative positions and other forms of economic exposure, with some reporting listing aggregate figures exceeding 50%. However, these categories are fundamentally different, seem to include double counting and should not be treated as interchangeable.
According to UniCredit’s own disclosures, approximately 27% of Commerzbank shares are currently held directly. The remaining reported positions largely relate to tendered shares and derivative instruments, and should not be interpreted as reflecting equivalent levels of physical share ownership, voting rights or control. Three factors warrant clarification:
No visibility of market-standard hedging of derivatives
Based on ownership information provided by the custodian banks to Commerzbank, investment banks and capital markets intermediaries identified as counterparties in connection with UniCredit’s reported derivative positions collectively hold only a limited proportion of actual Commerzbank shares as a hedge against their derivates. As a result, a substantial number of additional shares would still need to be acquired from existing shareholders in the market before ownership levels corresponding to those currently discussed in public commentary could be achieved.
Tendered shares stem largely from UniCredit derivative counterparties
The recently reported tendered shares in the aggregate volume of 7.58% raise significant questions regarding their economic origin and interpretation. Based on the provided information, no tendering of a single institutional investor could be identified yet and the sum of all retail tendering totals to a shareholding of around 0.05% only. The overall tendered volume largely stems from banks and related entities, some of which are notified derivative counterparties of UniCredit such as Nomura with 2.06%. Against this background, the provided data indicates that contrary to statements by UniCredit the reported tendered shares cannot be regarded as evidence of independent shareholder support for the offer.
Rationale of tendering banks highly unclear
It is notable that significant tender activity has occurred despite the fact that Commerzbank shares have been constantly trading above the implied value of the offer consideration. Moreover, such tenders are very unusual in the middle of the offer period. Further transparency by respective market participants is hence required regarding the economic incentives, arrangements and relationships underlying the aforementioned tenders.
Commerzbank asking for probe by supervisory authority
Given the significant market and regulatory implications of these issues and the significant concerns raised by its shareholders, Commerzbank is providing the German Federal Financial Supervisory Authority (BaFin) with relevant publicly available information as well as its own analysis and findings and supports a comprehensive review of the relevant facts to provide the market with a complete information picture. Transparency and careful supervisory assessment are in the interests of all market participants, shareholders and stakeholders. This is particularly important in the context of an ongoing offer process, in which shareholders should be able to make decisions on the basis of complete, accurate and properly contextualised information. Commerzbank recommends that market participants and investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer until the relevant facts have been fully assessed and appropriately disclosed. Commerzbank also encourages institutional investors to review and reconsider the share lending activities of their custodians given their potential usage in tendering.
