Commerzbank has again questioned whether the growing number of shares tendered into UniCredit’s bid can be taken as a sign of broad investor backing.
The German bank highlighted shareholder structure data, which it said revealed “not a single institutional investor identified as having tendered shares into the offer”.
It is “reasonable assumption that the tendered shares stem almost exclusively from banks and parties connected to UniCredit,” it said.
Commerzbank also flagged an “unusual” surge in the volume and timing of its stock lending over recent weeks.
Following the takeover announcement, this securities lending activity is said to have expanded more than tenfold.
It advises that “investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer” at this stage.
The exchange is the latest step in a dispute between the two banks, reported Bloomberg.
Commerzbank raised similar concerns last week, and UniCredit replied by accusing the German lender of spreading “increasingly serious and unfounded misinformation.”
UniCredit also said that “any insinuation” that it “willfully conflated disclosure categories” to create an impression of investor support for its offer is “without factual or legal foundation.”
According to UniCredit’s most recent filing, holders representing 10.95% of Commerzbank’s share capital have accepted the offer. That figure was 10.91% on Tuesday and 7.58% a week earlier. UniCredit separately owns a 26.77% stake.
At Tuesday’s closing price, the bid implied a value for Commerzbank of about €37.5bn ($43.3bn), compared with a market capitalisation of roughly €39bn.
The offer has been open since early May and is due to run until 16 June, although takeover rules could lead to an extension.
Commerzbank said on Wednesday that “None of the tendering parties connected to UniCredit held material stakes in Commerzbank prior to the takeover offer.”
It added: “UniCredit’s disclosures continue to fall short of the required level of transparency and cannot be regarded as evidence of independent shareholder support for the offer.”
The bank also said it had “observed a significant increase in securities lending activity involving its shares in recent weeks,” adding that “Since the announcement of the offer, lending activity has increased more than tenfold.”
