UniCredit asks Germany's BaFin to look into Commerzbank bid take-up claims

By Valentina Za and Tom Sims

MILAN, June 15 (Reuters) - Italy's UniCredit said on Monday it had asked German financial regulator BaFin to look into Commerzbank's statements on its €40 billion bid for Germany's second-largest bank, the latest salvo in a bitter year-long takeover battle.

Bitterly opposed by Commerzbank and Germany's establishment, UniCredit's all-share offer is due to conclude on Tuesday, amid recriminations between the two European rivals, with the offer at a discount to the market value of the German bank's shares.

Commerzbank, which has previously asked BaFin to investigate the take-up data, responded by saying it had done nothing to mislead after UniCredit dismissed its earlier suggestion that none of its institutional investors have tendered their shares.

"We have, of course, simply presented the facts, and we will continue to do so, because we are the only ones who actually have access to them," CEO Bettina Orlopp told a conference.

The bid target has said the shares have come from banks which, in most cases, are counterparties of UniCredit, which has said it holds derivatives with Nomura, Citi and BNP Paribas.

"Suggestions that the actual number of tendered shares is lower because these shares have been borrowed from UniCredit are false and without foundation," the Italian bank said in a statement, in an escalation of a war of words with Commerzbank.

UniCredit said it was "compelled to clarify its position to set the record straight" because of "the continued and relentless dissemination of inaccurate and misleading information" which was interfering with the offer process. 

It said it would consider "the most appropriate action" to protect its interests and that as part of its ongoing discussions with BaFin, it had asked the authority to look into Commerzbank's statements.

A representative for BaFin said the regulator could not comment on specific procedures and individual companies.

After saying its goal was to lift its stake just above 30%, UniCredit has so far secured around 40% of Commerzbank, a level generally seen as enough to give it control of shareholder resolutions at meetings.

UniCredit, which did not participate in Commerzbank's annual general meeting, said that should it secure sufficient support at a future AGM, it would be in a position to appoint all shareholder representatives on the supervisory board.

This "would have responsibility for appointing the management board," UniCredit said, adding that this would allow it to implement a profit-boosting strategy it had previously promised for Commerzbank.

Take-up stood at 11.91% of Commerzbank's capital on Monday, giving UniCredit an overall holding of 41.9% including a 26.77% equity stake it had previously built and another 3.22% in share-settled derivatives. UniCredit holds 13.19% of Commerzbank in cash-settled derivatives.   

(Reporting by Valentina Za; Editing by Gavin Jones and Alexander Smith)