UniCredit lifts Commerzbank stake to 37.7% as bid gains traction

UniCredit's voluntary takeover bid for Commerzbank gathered pace as shareholders tendered 10.91% of shares, lifting the Italian lender's total stake to 37.7% with one week left in the offer period.

"Large investors typically tender their shares only shortly before a takeover deadline expires, making the early acceptance rate notable given the offer is below Commerzbank's current market price," the Milan-based bank said in its Tuesday evening statement.

The 10.91% acceptance rate, up from 7.58% a week earlier, brings UniCredit's arithmetic holding to 37.68% when combined with its existing 26.77% stake. The bank is offering 0.485 UniCredit shares for each Commerzbank share — a stock-swap structure that avoids a mandatory cash bid, which would have been triggered upon crossing the 30% threshold and become significantly more expensive given the recent rise in Commerzbank's share price. UniCredit also holds financial instruments providing exposure to an additional 16.4% stake, according to a regulatory filing.

The aggressive accumulation positions UniCredit to potentially gain control of one of Germany's largest banks, a landmark transaction for European banking consolidation that has drawn political scrutiny in Berlin over foreign ownership of a major German financial institution. UniCredit reserves the right to extend the offer, which currently runs through June 16, to July 3.

The tender results suggest a significant portion of Commerzbank's free float is flowing to UniCredit despite the German lender's board having rejected the takeover. The offer's below-market valuation — the stock-swap terms value Commerzbank shares below their current trading price — makes the early acceptance rate particularly striking to deal watchers.

The transaction structure reflects UniCredit's careful navigation of German takeover rules. By structuring the bid as a voluntary stock-swap offer rather than a mandatory cash tender, the Italian bank avoids the costlier obligation that would arise from simply buying shares on the open market above the 30% threshold. Commerzbank's share price has risen since the bid was launched, making a cash offer substantially more expensive.

If UniCredit secures more than 50% of Commerzbank shares, it would mark the first cross-border takeover of a major German bank since the financial crisis. The deal would create a pan-European banking powerhouse with combined assets exceeding 1 trillion euros, challenging the dominance of domestic players such as Deutsche Bank. German labor unions and politicians have voiced concerns over potential job cuts and the loss of a national banking champion.

This article is for informational purposes only and does not constitute investment advice.