Commerzbank has reached out to BaFin, Germany’s top financial regulator, over concerns about UniCredit’s disclosures related to its ongoing tender offer. The contact, made on June 3, 2026, marks the latest move in a corporate battle that has been simmering since UniCredit first started quietly accumulating Commerzbank shares back in 2024.
UniCredit now holds roughly 34.4% of Commerzbank, well past the 30% threshold that triggered the mandatory public offer. Commerzbank’s leadership wants nothing to do with it.
A tender offer nobody wants to accept
UniCredit launched a public exchange offer in March 2026, proposing a conversion ratio of 0.485 UniCredit shares for each Commerzbank share. Commerzbank’s management has flatly rejected the terms, arguing the ratio undervalues the bank and fails to deliver a meaningful premium to shareholders.
By late May 2026, only about 1.1% of Commerzbank shares had been tendered to UniCredit’s offer.
Commerzbank’s internal communications, specifically a staff message dated June 3, suggest the bank is closely monitoring the tendering process and has flagged concerns about shareholder disclosures to BaFin.
BaFin already had UniCredit on its radar
On April 24, 2026, BaFin ordered UniCredit to stop running what it deemed “unobjective advertising” on social media regarding Commerzbank.
German unions and politicians have repeatedly voiced opposition to UniCredit’s advances, framing the situation as a question of national economic sovereignty. Commerzbank remains Germany’s second-largest commercial bank. Germany partially nationalized Commerzbank during the financial crisis, and while the federal government has since reduced its stake, the political sensitivity around the institution hasn’t faded. UniCredit’s gradual accumulation of shares, starting in 2024 and accelerating through 2025 and into 2026, has triggered a response that goes well beyond the boardroom.
What this means for investors in European banking
UniCredit’s 34.4% stake gives it enormous influence but not control. Without enough shareholders tendering their shares, and with Commerzbank’s board actively opposing the deal, UniCredit is stuck in an uncomfortable middle ground: too invested to walk away cheaply, not invested enough to force a merger.
The proposed all-stock offer has been valued between €24 billion and €39 billion. UniCredit began accumulating its stake in 2024, quickly reaching approximately 28% by year-end through a combination of direct holdings and swaps, before launching a formal offer document on May 5, 2026.
Investors holding positions in either bank should be watching whether BaFin takes any formal action based on Commerzbank’s latest outreach, and whether UniCredit adjusts its offer terms upward to attract more shareholders.