Takeover Battle: Where Did the Commerzbank Shares for UniCredit Come From?
Commerzbank says UniCredit’s surprising tender result may have come largely from banks tied to the deal, not ordinary shareholders. The bank has asked BaFin to review the matter.
Intelligence analysis by GPT-5.4 Mini
Commerzbank is challenging UniCredit’s claim that many shareholders willingly accepted its takeover offer. It says the tendered shares may mostly trace back to banks and derivatives counterparties linked to UniCredit, and it has brought BaFin into the case.
Commerzbank and UniCredit are fighting over a pile of shares like two kids arguing over who really put toys in a box. Commerzbank says the shares may have come from helpers tied to UniCredit, not from regular shareholders who truly wanted to join in.
Analysis
What Commerzbank is alleging
Commerzbank says the 7.58% of shares tendered into UniCredit’s offer may not mainly come from traditional Commerzbank investors. According to the bank, the available data point instead to banks and related parties, including some that are derivative counterparties of UniCredit.
The Frankfurt lender says it has shared public information and its own analysis with BaFin and wants a full review so the market gets a complete picture. It argues UniCredit’s recently reported figures, without further explanation, could be misleading and may make the Italian bank’s position look stronger than it really is.
Why Nomura is central
Commerzbank explicitly names Nomura. UniCredit’s offer documents show it has a total return swap with Nomura that gives it the right to receive 2.44% of Commerzbank shares or cash settlement by May 2027. At the same time, Commerzbank cites voting-right disclosures showing Nomura held 3.87% of the bank’s shares plus 4.24% in financial instruments on 25 May.
That matters because Commerzbank says it is hard to reconcile a business partner of UniCredit tendering a significant amount of stock with UniCredit’s claim that investors accepted the offer because they valued its “inherent value.” Nomura declined to comment.
UniCredit’s position
UniCredit says it will not comment on rumors or unsupported claims. The bank reported a total Commerzbank position of 43.2% when shares and financial instruments are combined, and said the tendered shares would lift its stake further. The dispute now sits at the intersection of takeover strategy, derivatives, and regulator scrutiny.
Key points
- Commerzbank says the tendered shares may largely come from banks and UniCredit-linked counterparties, not ordinary shareholders.
- The bank has shared public information and its own analysis with BaFin and wants a full review.
- Commerzbank says no institutional investor acceptance has been identified so far, while retail acceptances amount to only about 0.05%.
- UniCredit says it will not comment on rumors or claims without factual basis.
- Nomura is a focal point because it has both a swap arrangement with UniCredit and a notable Commerzbank holding.
If BaFin’s review clarifies where the shares came from, the market could get a cleaner picture of real investor support. That would reduce confusion around the takeover and make future steps more transparent for shareholders.
If Commerzbank’s suspicion proves right, UniCredit’s reported acceptance rate could look less like broad shareholder backing and more like a technical effect of linked market participants. That would deepen mistrust, prolong the takeover fight, and invite more regulatory scrutiny.
