Commerzbank launched a harsh attack on UniCredit’s communications on the progress of the public exchange offer, calling them “misleading” and likely to create “a false impression of an artificially inflated position”. The German bank has formally asked BaFin, the German financial supervisory authority, to launch an investigation into the matter.
At the center of the dispute is UniCredit’s communication of June 2, in which the Italian bank reported aggregate percentages exceeding 50% by adding shares held directly, positions in derivatives and shares tendered. According to Commerzbank, these categories are “fundamentally different” and not interchangeable: UniCredit directly holds approximately 27% of Commerzbank’s capital, while the remainder concerns derivative instruments and tendered shares, which do not correspond to effective voting rights or equivalent control positions.
The point
The most controversial point concerns the 7.58% of tendered shares declared by UniCredit. According to Commerzbank’s analysis, based on the information provided by the custodian banks, it was not possible to identify the membership of even one independent institutional investor, while retail memberships amount to approximately 0.05% of the capital. The overall volume of subscriptions appears to come largely from banks and related parties, some of which are notified counterparties in UniCredit derivatives, including Nomura with 2.06%. “The data indicates that, contrary to what UniCredit stated, the tendered shares cannot be considered as evidence of independent shareholder support for the offer,” the statement reads.
Doubts about the price
Commerzbank also raised a third critical element: the significant acceptances occurred despite the implicit offer price being consistently below Commerzbank’s market price, making it economically irrational to join the OPS at this stage. “Further transparency from the respective market participants is needed regarding the underlying economic incentives, agreements and relationships,” the statement said.
The recommendation to investors
The German bank therefore recommended that investors and traders “refrain from drawing definitive conclusions regarding shareholding positions, influence, control or level of consensus on the offer until the relevant facts have been fully established and adequately disclosed”, further inviting institutional investors to verify the securities lending activities of their custodians, which may have been used for take-ups.
