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UniCredit Tops 30% Stake in Commerzbank, Raising Control Questions

Regulators and Commerzbank warn stock swaps with linked derivatives could extend UniCredit’s economic reach.

Overview

  • UniCredit said Tuesday it had received tenders equal to 7.58% of Commerzbank’s capital, which raises its reported direct holding from 26.77% to about 34.35%.
  • The bank is using a voluntary exchange offer that gives 0.485 UniCredit shares for each Commerzbank share so it can build a stake without immediately triggering a mandatory cash takeover bid tied to the 30% rule.
  • UniCredit also holds derivative contracts such as total‑return swaps and cash‑settled swaps that market reporting and company disclosures say could give it economic exposure to many more shares, with some counts putting its effective reach toward roughly half of the stock; those instruments do not automatically confer voting rights.
  • Commerzbank, its works council and the German federal government oppose the bid and the bank has asked regulator BaFin to investigate whether a large share of the tendered stock came from counterparties to UniCredit’s derivatives; Commerzbank warns a UniCredit takeover could cost up to about 11,000 jobs.
  • The offer runs to June 16 with a possible extension to July 3, markets have pushed Commerzbank’s share price higher, and further accumulation or a rise into the 40–50% range could prompt tougher oversight from ECB banking supervisors and other regulatory or capital consequences.