The heated takeover battle between Germany's Commerzbank and UniCredit escalated further on Friday as the German lender accused the Italian banking giant of providing misleading information.
The German lender now intends to file a criminal complaint, according to Commerzbank's General Works Council.
"I can confirm that an extraordinary meeting of the General Works Council is taking place today," the body's chairman Sascha Uebel told the Handelsblatt business newspaper.
The council was due to instruct Uebel to file a complaint "against persons unknown on suspicion of market manipulation and misleading conduct" under sections 119 and 120 of the German Securities Trading Act, he said.
This is a serious move against UniCredit as market manipulation is a criminal offence in Germany.
UniCredit submitted a takeover bid for Commerzbank in early May and, as of Thursday, had received offers for 11.22% of all Commerzbank shares. This would increase UniCredit's stake to just over 37%. It has additionally secured more than 3% of Commerzbank shares through call options and other financial instruments that it holds.
It is surprising that UniCredit has acquired so many shares well before the end of the takeover period, which runs until June 16 and can be extended until July 3 - especially since its offer is below the market price of Commerzbank shares. Major investors usually tender their shares only shortly before the end of the takeover period.
"Like many Commerzbank employees, I suspect that this is an attempt to deliberately mislead the capital markets," said Uebel. "The aim is to give the impression that UniCredit has the takeover of Commerzbank all but in the bag, but that is not the case," he said.
Commerzbank recently involved Germany's Federal Financial Supervisory Authority, commonly known as BaFin, because it believes UniCredit is acting disreputably with its disclosures.
The Frankfurt-based bank has complained that the tendered shares came predominantly from banks and parties connected to them, some of which were known counterparties of UniCredit for financial instruments - and not independent investors.
UniCredit rejected the accusation and says it is acting in accordance with legal requirements and is engaged in a transparent dialogue with BaFin.
