UniCredit's contested bid for Commerzbank shares draws regulator scrutiny

Italian lender UniCredit has built a de facto holding of more than its directly owned 26.77 % stake in Germany's Commerzbank by using total‑return swap agreements with other banks. The arrangement brings UniCredit close to the 30 % threshold that would obligate it to make a mandatory cash offer for the remaining shares, although it can wait until 22 February 2026 before a cash offer is required.

Commerzbank has raised concerns, noting that no institutional investor has yet delivered shares under UniCredit's offer despite a reported acceptance rate of about 10.95 %. The German financial regulator BaFin has been informed, but so far no legal basis for intervention has been identified. UniCredit’s chief Andrea Orcel is reportedly in close contact with BaFin regarding the structure of the agreements and any potential shareholder challenges.