Commerzbank raises concerns with German regulator over UniCredit stake buildup

By Tom Sims and Valentina Za

FRANKFURT, June 3 (Reuters) - Commerzbank is in contact with German regulator BaFin about recent disclosures by Italy's UniCredit about the take-up of its tender offer for the German lender, it said late on Wednesday.

Confirming the contents of a notice to staff seen by Reuters, the German bank said that based on "data available to Commerzbank the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties - not independent investors."

UniCredit holds a 27% equity stake in Commerzbank and around 16% through derivatives, most of which can only be settled in cash. The Italian bank has said it needs those to have flexibility about the final size of its stake.

Germany's second-biggest bank, which is fighting off UniCredit's bid, urged investors not to draw "definitive conclusions" on market support for the offer until "the facts are fully assessed."

"We are ... analysing and monitoring this process very closely and are also in contact with BaFin regarding this matter," the staff message sent on Tuesday read.

"Based on the provided information, no tendering of a single institutional investors could be identified yet and the sum of all retail tendering totals ...0.05%", it later said in the statement.

The staff message said UniCredit's communication appeared to be misleading, asserting that it was not "economically rational" for investors to have tendered a cumulative stake of 7.58%, as reported by UniCredit, given that the Italian bank's offer price is below the market price.

UniCredit said in response it would not comment on "insinuations that lack a factual basis," adding that the facts about its Commerzbank holdings were as it had reported.

The development highlights the degree of tensions between the two lenders and may signal challenges ahead for UniCredit in the integration process were it to reach control.

The years-long battle for control of Commerzbank reached a critical juncture last month after UniCredit launched a bid that was then formally rejected by Germany's second-largest bank.

UniCredit said on Tuesday it had reached its goal in the bid, which is not intended to gain control of Commerzbank but only to lift UniCredit's 27% direct stake above 30%. Once above the mandatory takeover threshold, UniCredit will be free to buy more Commerzbank shares on the market next year.

(Reporting by Tom Sims in Frankfurt and Valentina Za in Milan. Editing by Rachel More, Mark Potter and Rod Nickel)