Anabelle Colaco
08 Jun 2026, 11:24 GMT+10
MILAN, Italy: Commerzbank said on June 5 that shares equivalent to 7.85 percent of its capital have been tendered under UniCredit's 40 billion-euro takeover offer, as the two banks continued to disagree over what the figures indicate about investor support for the bid.
UniCredit said on June 2 that acceptances under its voluntary exchange offer had reached 7.6 percent. Combined with shares it already owns, the Italian bank said that brought its holding above 30 percent, a threshold that would allow it to buy additional Commerzbank shares on the open market.
The lender said at the time that it viewed the "strength of the early tender response as reflective of the inherent value that investors are recognizing in UniCredit's takeover offer".
Commerzbank has formally rejected the offer and maintains that shareholders are unlikely to tender their stock while its market value exceeds the terms of the bid.
Chief Executive Bettina Orlopp said that investors she had spoken with as recently as this week told her they would not accept the offer at a discount.
Orlopp said it was "not sensible or rational" to tender shares because Commerzbank stock was worth more than under UniCredit's offer.
The Milan-based bank is offering 0.458 new UniCredit shares for each Commerzbank share tendered, valuing Commerzbank at 35.76 euros a share, below Friday's market price of 36.90 euros.
"If you really want to have UniCredit shares, it would be much smarter at this point in time to sell our shares and buy UniCredit," Orlopp told an investor conference in Zurich.
UniCredit's attempt to acquire Commerzbank has faced opposition in Germany. On Wednesday, Commerzbank challenged the transparency of the tender data and said it had asked Germany's financial regulator, BaFin, to review the matter.
A BaFin spokesperson said that the regulator does not comment on individual cases.
A Commerzbank spokesperson said the tendered shares included 2.36 percent from Verto Capital I, 2.06 percent from Nomura International, 1.53 percent from Euroclear Bank, 0.89 percent from Bank of Nova Scotia, and 0.35 percent each from MUFG Securities EMEA and BBVA. NBC Global Finance accounted for 0.27 percent.
Another 0.04 percent came from retail investors.
When UniCredit launched its offer on May 5, it held a 28 percent equity stake in Commerzbank as well as several swap contracts. In its offer document, the bank listed Nomura, Citi, and BNP Paribas as counterparties.
UniCredit's most recent disclosure showed it held 3.2 percent in share-settled swaps and 13.2 percent in cash-settled swaps linked to Commerzbank shares.
Nomura and Citi declined to comment. BNP Paribas did not immediately respond to a request for comment.
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