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Commerzbank Attacks UniCredit Offer Credibility

Bloomberg Markets •
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Commerzbank pushed back sharply Wednesday against the perception that UniCredit is gaining traction with independent investors through its takeover bid. The German bank claimed acceptances of the Italian lender's €37.5 billion offer likely come "almost exclusively" from banks and parties connected to the suitor. Executives urged shareholders not to treat slowly rising tender figures as evidence of genuine arm's-length support for the hostile approach.

UniCredit fired back Tuesday, accusing Commerzbank of spreading "increasingly serious and unfounded misinformation." The Italian bank said holders had accepted 10.95% of Commerzbank shares through its unsolicited proposal as of Wednesday, inching up from 10.91% the prior day and 7.58% just a week earlier. Combined with its direct 26.77% holding, the suitor is creeping toward full control.

Commerzbank also flagged suspicious trading patterns, noting that securities lending activity has surged more than tenfold since the offer launched in early May. Executives argued UniCredit's derivative disclosures remain opaque and cannot prove independent backing. Cash-settled instruments covering another 13.19% of capital confer no right to demand actual shares, further blurring the picture of true outside support.

The takeover, which values Commerzbank below its roughly €39 billion market capitalization, has been open since early May and runs through June 16. UniCredit acknowledged holding additional derivative instruments covering almost its entire position that carry no disclosure obligations, using them primarily for downside protection and regulatory capital management.