Commerzbank says UniCredit tender acceptances reach 7.85% in bid battle

By Valentina Za

MILAN, June 5 (Reuters) – Commerzbank said on Friday that shares equivalent to 7.85% of its capital have so far been tendered under UniCredit’s €40 billion takeover bid, as the two banks spar over the data’s significance in their battle to win over investors.

UniCredit said on June 2 that take-up of its voluntary exchange offer had reached 7.6%. Combined with the stock it already holds, UniCredit said that met its goal of owning just over 30% of Commerzbank, a threshold which would allow it to buy more shares on the open market later.

The Italian bank said then that it saw the “strength of the early tender response as reflective of the inherent value that investors are recognizing in UniCredit’s takeover offer”.

However, Commerzbank’s CEO Bettina Orlopp said on Thursday that investors she had spoken to as recently as this week told her they would not accept the offer at a discount. Commerzbank shares on the open market trade above the offer price. 

The Italian bank’s attempt to buy Commerzbank, which has formally rejected the takeover offer, has met with widespread hostility in Germany and on Wednesday the country’s second-largest bank challenged the transparency of the take-up data.

Commerzbank said on Wednesday it had asked Germany’s financial regulator to review the matter. A BaFin spokesperson said on Friday that it does not comment on individual cases.

Orlopp said it was “not sensible or rational” to tender as Commerzbank shares are worth more than under UniCredit’s offer. 

The Milanese bank is offering 0.458 new UniCredit shares for each Commerzbank share tendered, valuing Commerzbank at €35.76 a share, below Friday’s market price of €36.9.

“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.

A Commerzbank spokesperson said the take-up data showed Verto Capital I had tendered 2.36%, Nomura International 2.06%, Euroclear Bank 1.53%, Bank of Nova Scotia 0.89%, MUFG Securities EMEA and BBVA 0.35% each and NBC Global Finance 0.27%.

Another 0.04% has come from retail investors.

When it launched its offer on May 5, UniCredit held a 28% equity stake in Commerzbank and several swap contracts. In the offer document it listed Nomura, Citi and BNP Paribas as counterparties. Its most recent disclosure showed it held 3.2% in share-settled swaps and 13.2% in cash-settled swaps.

Nomura and Citi declined to comment. BNP Paribas did not respond to a request for comment.  

(Reporting by Valentina Za; Editing by Alexander Smith)

By Valentina Za | Reuters | © Copyright Thomson Reuters 2026.