Commerzbank said on Wednesday it has raised additional concerns over what it describes as unusual tender behaviour related to UniCredit’s takeover offer. The German lender argued that UniCredit’s public disclosures do not meet the level of transparency required to demonstrate independent shareholder endorsement of the bid.
UniCredit has stated that market take-up of its buyout offer for Commerzbank reached 10.9%. Commerzbank, however, said that the shares tendered into the offer come almost exclusively from banks and parties connected to UniCredit which did not hold material stakes in Commerzbank before the offer was announced.
The bank reiterated its board recommendation that shareholders should reject UniCredit’s proposal. Commerzbank said its shareholder-structure data shows not a single institutional investor has been identified as having tendered shares into the offer, according to the bank’s statement.
Commerzbank also highlighted a notable increase in securities lending activity since the takeover offer was announced. The bank said UniCredit and parties connected to it have not provided the market with clarifying information on the economic incentives that might explain the observed tender activity.
On pricing, Commerzbank noted that its share price has consistently traded above the implied offer price - most recently by roughly 6% or about 2.30 per share - and said that acceptance of the offer lacks an economic rationale given this price gap.
In the interest of greater market transparency for its shareholders, Commerzbank said it is continuously supplying BaFin with its data and the findings it has compiled.
Summary
Commerzbank has questioned the provenance and economic drivers behind share tenders into UniCredit’s takeover offer. It says disclosures by UniCredit fall short of proving independent investor support, reports that tendered shares largely originate from parties linked to UniCredit, points to a spike in securities lending, and maintains that the banks market price remains above the implied bid value. Commerzbank is sharing its evidence with BaFin and maintains a recommendation to reject the offer.
Key points
- Commerzbank contests the transparency of UniCredits tender disclosures and disputes that they demonstrate independent shareholder support.
- The bank reports that tendered shares mainly come from banks and parties connected to UniCredit that did not have material stakes before the offer.
- Commerzbanks shares have traded consistently above the implied offer price - most recently by about 6% or 2.30 - and the board continues to recommend rejection of the bid.
Risks and uncertainties
- Ongoing uncertainty over the true origin and economic incentives of tendered shares, which could affect shareholder decision-making and market confidence - impacting banking and capital markets sectors.
- Insufficient public clarification from UniCredit and connected parties about lending and tendering activity, leaving regulators and investors without a clear explanation - affecting regulatory oversight and market transparency in financial services.
- Price discrepancy between the market-traded share price and the implied offer price, which Commerzbank argues reduces the economic rationale for accepting the offer - relevant to investors and equity markets.