Commerzbank said on Friday that shareholders representing 7.85% of its capital have been tendered under UniCredit’s €40 billion takeover bid, setting up a dispute between the two banks about how to interpret the early response to the offer.
On Tuesday UniCredit had reported that acceptance of its voluntary exchange offer was at 7.6%. The Italian lender said that this percentage, when added to the stake it already holds in Commerzbank, would enable it to reach just over 30% ownership of the German bank. Crossing that threshold, UniCredit said, would allow it to buy further shares on the open market.
UniCredit characterized the initial level of acceptances as evidence that investors see value in its takeover proposal. The bank framed the early participation as a positive indicator of market appetite for the transaction.
Commerzbank has pushed back. Its CEO, Bettina Orlopp, said on Thursday that "investors she spoke with this week told her they would not accept the offer at a discount." The German bank also pointed out that Commerzbank stock was trading above the offer price in the open market, a factor it cited as relevant to investor behavior.
Relations between the two banks have been strained since UniCredit launched the approach. Commerzbank has formally rejected the takeover proposal and on Wednesday questioned the transparency of the take-up data being reported. In response to its concerns, Commerzbank said it asked Germany's financial regulator to review the matter.
The differing accounts - UniCredit's public presentation of the early acceptance level and Commerzbank's higher tender figure and request for regulatory review - underline a lack of agreement over how to read the initial numbers. Both sides have kept to their stated positions in recent days, with UniCredit highlighting investor recognition of the offer and Commerzbank emphasizing investor reluctance to accept a discounted bid and raising procedural questions.
At the center of the dispute are the precise implications of the reported tender rates for ownership thresholds and future market activity. UniCredit has linked the reported acceptances to a path toward just over 30% ownership, which it said would clear the way for buying additional shares on the open market. Commerzbank's statements have stressed shareholder sentiment and market pricing above the offer level.
The matter is now subject to scrutiny by Germany's financial regulator after Commerzbank's request for a review. How the regulator responds and whether the two banks reconcile their differing interpretations of the take-up data remain open as next steps.