Legal Win and Tender Close Push Commerzbank Stock to Doorstep of Highs, but Control Hangs in Balance

Commerzbank shares ended the week at €38.67, up 2.41% on the day and within a whisker — just 0.46% — of the 52-week peak of €38.85 touched on June 19. The catalyst was a double dose of news: UniCredit’s takeover bid formally closed, and a market-manipulation probe into the Italian lender was abruptly killed before it could begin.

The Frankfurt public prosecutor’s office rejected the complaint filed by Commerzbank’s works council, which had alleged that UniCredit misled the market by claiming it was regularly being tendered shares when the offer price sat persistently below the market price. “No sufficient factual indications of a criminal offence,” a spokesman said, declining to elaborate further given the ongoing process. The decision removes one legal sword of Damocles from above UniCredit CEO Andrea Orcel’s European banking ambitions.

On the tender front, UniCredit confirmed on July 8 that shareholders had tendered 17.6% of Commerzbank stock by the July 3 deadline. Combined with its existing holdings, the Italian bank now controls roughly 44% of shares directly, with derivative instruments lifting its economic exposure to 47.59%. That is tantalisingly close to a majority, but the voting rights remain frozen until the European Central Bank and the European Commission sign off on the transaction — a decision that could take weeks or months.

Commerzbank CEO Bettina Orlopp, who has spent months fighting the unsolicited approach, struck a notably different tone this week. In an interview with the Frankfurter Allgemeine Zeitung, she stood by the bank’s standalone strategy, noting that the stock had doubled since February 2025 and that 2025 was a record year. Yet in a video message to staff, she acknowledged the novelty of the situation and said the bank “remains open for constructive dialogue with UniCredit.” That marks a meaningful shift in posture from the earlier wall of resistance.

Still, the tender figures reveal a lukewarm reception from the broader investor base. Only a small portion of the free float was tendered, and institutional and retail investors together contributed less than 2% of the total. The bulk came from banks and parties already linked to UniCredit, suggesting that independent shareholders are not yet convinced the offer — which for much of the period was below the prevailing market price — represents fair value.

Should investors sell immediately? Or is it worth buying Commerzbank?

The Bund, which retains a stake in Commerzbank and has labelled UniCredit’s tactics “unacceptable,” remains a powerful obstacle. As long as the German government blocks a full takeover, Orcel’s path to operational control runs through regulatory channels. The next milestone could be the annual general meeting in early 2027, where UniCredit has signalled it would seek to oust the current management if it can muster sufficient shareholder support.

On the chart, technical indicators still favour the bulls. The 30-day volatility sits at a moderate 22.81%, while the relative strength index of 61.7 points to buying pressure without entering overbought territory. The stock trades 12.40% above its 200-day moving average of €34.40, and 4.84% above the 50-day average of €36.89 — evidence of a sustained uptrend.

The bull case rests on Commerzbank’s operational independence. Management has reaffirmed its 2026 outlook and medium-term targets through 2030. The second-quarter earnings report, due on August 6, will be a critical test; solid numbers could strengthen the argument that the bank is better off alone. The bear case warns that UniCredit already has a stranglehold in place, regardless of the regulatory paperwork, and that Orcel’s plan to cut 7,000 jobs and extract billions in synergies would inevitably crush the current independence premium in the share price.

A separate and unresolved issue is the surge in securities lending activity in Commerzbank stock. The bank itself has flagged the rise as “unusual” in both scale and timing. If that activity is linked to hidden control structures, it could inject fresh uncertainty into the ownership picture and prompt deeper regulatory scrutiny.

For now, two clocks tick simultaneously. One is regulatory: the ECB and EU Commission must decide whether green light the bid. The other is operational: Commerzbank must keep delivering results to justify its share price without the takeover premium. The stock’s next move will likely be determined by which clock strikes first.