Commerzbank said on Friday that shares equivalent to 7.85% of its capital have been tendered so far under UniCredit’s voluntary exchange offer, a figure at the centre of a growing dispute between the two banks as each seeks to persuade investors.
UniCredit previously reported on June 2 that take-up of the offer had reached 7.6%. UniCredit said that, when combined with the stake it already holds, that level of acceptance met its objective of owning just over 30% of Commerzbank - a threshold it has said would enable it to purchase additional shares on the open market later.
In its announcement, the Italian bank framed the early response as evidence that investors recognise the value of its takeover proposal, saying the strength of the early tender response reflected that inherent value.
Commerzbank’s leadership has pushed back. CEO Bettina Orlopp told an investor conference in Zurich that investors she had spoken with as recently as this week said they would not accept an offer that represents a discount. She described tendering into the offer as "not sensible or rational" given that Commerzbank shares trade on the open market above the price implied by UniCredit’s exchange ratio.
The exchange formula offered by UniCredit is 0.458 new UniCredit shares for each Commerzbank share tendered, a ratio that values Commerzbank at €35.76 per share. That valuation sat below Commerzbank’s market price of €36.9 on Friday.
Orlopp added a tactical observation for shareholders: "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."
Tensions have been heightened by wider opposition to the offer in Germany and by formal objections from Commerzbank about the transparency of the reported take-up figures. The target bank said on Wednesday it had asked Germany’s financial regulator to review the matter. A BaFin spokesperson on Friday declined to comment on individual cases.
Commerzbank provided a breakdown of the parties it said had tendered into the offer. The bank said Verto Capital I had tendered 2.36% of capital, 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%. Retail investors accounted for 0.04% of the take-up, according to the bank.
When UniCredit launched the offer on May 5 it already held a 28% equity stake in Commerzbank and reported several swap contracts with counterparties disclosed in the offer document, including Nomura, Citi and BNP Paribas. UniCredit’s most recent disclosure noted 3.2% in share-settled swaps and 13.2% in cash-settled swaps.
Nomura and Citi declined to comment when contacted. BNP Paribas did not respond to a request for comment.
The competing claims over the significance of early tenders feed into a contested narrative about investor intentions and the mechanics of the takeover process. UniCredit presents the early tender numbers as validation of its proposal, while Commerzbank emphasises that the market price and investor feedback indicate limited appetite to accept an exchange at a discount. The regulatory review request by Commerzbank adds an administrative dimension to the dispute, which could influence both parties’ next steps but for which the public record currently provides no resolution.