According to a statement released by Unicredit, shareholders representing 10,91 percent of Commerzbank's share capital have tendered their shares under the takeover offer that has been running since early May. If completed, Unicredit's stake would increase from 26,77 percent to 37,68 percent.

Under the terms of the offer, Unicredit is offering 0,485 of its own shares for each Commerzbank share. Based on current market prices, the implied offer value remains more than €2 below Commerzbank's share price of €36,80.

Despite the apparent discount, shareholders representing 7,58 percent of Commerzbank's shares had already accepted the offer by 2 June.

Dispute Over Tendered Shares

According to an internal analysis, many of the tendered shares reportedly originated from Unicredit business partners, including Japanese investment bank Nomura, rather than from institutional investors.

Commerzbank has accused Unicredit of misleading the market and has requested that Germany's financial regulator, Bafin, investigate the matter.

The German lender argued last week that the tendered shares should not be viewed as evidence of independent shareholder support for the offer.

«These shares cannot be regarded as proof of independent support from shareholders for the offer,» the bank said.

A Commerzbank spokesperson added: «Based on the information available to us, not a single acceptance of the offer by an institutional investor has so far been identified. Furthermore, the combined acceptances by retail investors correspond to a shareholding of only around 0,05 percent.»

Unicredit Rejects Allegations

Unicredit responded with a statement of its own.

«The seriousness of Commerzbank's allegations, the continued briefings of the press by parties close to Commerzbank, and the ongoing dissemination of increasingly severe and unfounded misinformation require a clear response,» the Italian bank said.

Unicredit added that while Commerzbank's management is entitled to recommend that shareholders reject the offer, it is not entitled to undermine the integrity of the takeover process.

«The management of Commerzbank may recommend that its shareholders reject Unicredit's offer. However, it is not entitled to undermine the integrity of the offer process by making unfounded allegations that Unicredit's legally required disclosures are misleading or artificially inflated,» the statement said.

Derivatives Increase Strategic Flexibility

In addition to its direct shareholding, Unicredit continues to hold financial instruments equivalent to 3,22 percent of Commerzbank's share capital, which can be converted into shares.

The Italian bank also maintains cash-settled derivative positions representing 13,19 percent of Commerzbank's stock.

According to Unicredit, these derivative positions provide flexibility and will help «adjust the final level of ownership in line with the interests of its shareholders.»

Resistance Remains Strong

Unicredit first acquired a stake in Commerzbank two years ago and has steadily increased its exposure since then.

However, resistance to a takeover remains strong. Commerzbank Chief Executive Bettina Orlopp continues to oppose a sale, as does the German government, which remains the bank's second-largest shareholder with a stake of around 13 percent.