Commerzbank says shareholder structure unchanged amid UniCredit bid

The shareholder structure of Frankfurt-based Commerzbank has remained "largely unchanged" despite a takeover bid launched by Italian banking giant UniCredit, the German bank said on Thursday.

"So far, institutional investors have only tendered slightly more than 1% of Commerzbank shares, with around 0.05% of shares tendered coming from retail investors and the rest being linked to banks," Commerzbank said in a statement.

"The remaining free float is made up of several hundred institutional shareholders and more than 500,000 retail investors."

Commerzbank said its statement on Thursday was intended to counter "contradictory statements by UniCredit" after UniCredit chief executive Andrea Orcel recently claimed that almost all major active investors had sold or tendered their Commerzbank shares.

UniCredit launched an official takeover bid in early May, offering 0.485 of its own shares for each Commerzbank share. For much of the offer period, the implied value was below Commerzbank's market price.

On Friday, the Italian bank said UniCredit said it has now secured nearly 40% of the lender's shares, extending the exchange offer for all outstanding Commerzbank shares until July 3.

UniCredit said shareholders tendered 12.51% of Commerzbank shares during the initial offer period, which ran from May 5 to June 16.

Combined with the 26.77% stake it already held before launching the offer, UniCredit's shareholding would rise to 39.28%, making it by far the largest shareholder in Germany's second-largest listed bank.

The Milan-based lender also has access to more than 3% of Commerzbank shares through options and holds additional financial instruments linked to the bank. Including those positions, UniCredit said its total economic exposure amounts to 42.5%.

Commerzbank has resisted what it describes as UniCredit's "hostile" approach for nearly two years and has accused the Italian lender of artificially inflating its position in the bank.

It says that most of the newly tendered shares come from banks with which UniCredit already does business via financial instruments, rather than independent investors.

To clarify the matter, Commerzbank has referred the issue to Germany's financial regulator BaFin. The bank's central works council has also filed a criminal complaint alleging possible market manipulation.

UniCredit rejects the allegations and recently suggested it could seek changes to Commerzbank's leadership if it gains sufficient shareholder backing.

UniCredit argues that criticism from Commerzbank distracts from the economic rationale of the transaction.

Already active in Germany through its subsidiary HypoVereinsbank, UniCredit says a merger could generate billions of euros in cost savings, including through the elimination of thousands of jobs.