Core Insights - Fifth Third Bank has agreed to acquire Comerica for $10.9 billion, pending regulatory approval, which would create the 9th largest bank in the U.S. with $288 billion in assets [1] - The all-stock transaction aims to enhance Fifth Third's competitiveness against larger banks while expanding its presence in the Southeast and Southwest regions [1][2] - The merger is part of a trend of increasing bank consolidation following a mini banking crisis in 2023, highlighting the need for banks to achieve competitive scale [3][6] Company Performance - Comerica's stock rose 14% in early trading following the announcement, maintaining a similar increase for the year, while Fifth Third's stock fell approximately 1% but is up 5% year-to-date [2] - Fifth Third's CEO emphasized the strategic importance of this merger to build density in high-growth markets and enhance commercial capabilities [2][3] Industry Context - The merger is the largest among several notable bank deals in 2023, including PNC Bank's acquisition of FirstBank for $4.1 billion and Pinnacle Financial Partners' agreement to acquire Synovus for $8.6 billion [4][5] - The pressure on Comerica to sell its franchise was exacerbated by an activist investor's report urging the bank to consider acquisition opportunities [6] - Comerica's CEO acknowledged the challenges faced during the regional bank crisis, indicating a broader industry trend where scale is becoming increasingly important [7][8]

Core Viewpoint - Fifth Third Bancorp has agreed to acquire Comerica for $10.9 billion, pending regulatory approval, which will create the ninth-largest commercial bank in the U.S. with total assets of $288 billion [1][2]. Group 1: Acquisition Details - The acquisition is an all-stock transaction aimed at enhancing Fifth Third's competitiveness against larger banks while expanding its presence in the Southeast and Southwest regions [2]. - Fifth Third's CEO highlighted the strategic importance of this merger to build density in high-growth markets and enhance commercial capabilities [2]. - The deal represents the largest U.S. bank acquisition in nearly three years, reflecting a trend of increasing bank mergers following a mini banking crisis in 2023 [4]. Group 2: Market Reactions - Comerica's stock rose by 17% in early trading following the announcement, and it has increased by 34% year-to-date. Fifth Third's stock rose approximately 2% after initially falling, with a year-to-date increase of 7% [3]. Group 3: Industry Context - The acquisition is part of a broader trend of regional banks seeking to strengthen their positions in the market, influenced by a more permissive merger policy under the Trump administration [4]. - Other notable bank deals this year include PNC Bank's agreement to purchase FirstBank for $4.1 billion and Pinnacle Financial Partners' acquisition of Synovus for $8.6 billion [5][6]. - Capital One recently completed its $35.3 billion acquisition of Discover Financial, indicating a robust merger activity in the banking sector [7].

Core Viewpoint - Fifth Third Bancorp has agreed to acquire Comerica for $10.9 billion, pending regulatory approval, which will create the ninth-largest bank in the U.S. with $288 billion in assets [1]. Group 1: Acquisition Details - The acquisition is an all-stock transaction aimed at enhancing Fifth Third's competitiveness against larger banks while expanding its presence in the Southeast and Southwest regions [1]. - This transaction is noted as the largest bank acquisition announced in a year marked by an increase in such transactions following a mini banking crisis in 2023 [3]. Group 2: Market Reaction - Comerica's stock rose by 14% in early trading on the announcement day, reflecting a year-to-date increase of the same percentage, while Fifth Third's stock fell approximately 1% but is up 5% for the year [2]. Group 3: Strategic Implications - Fifth Third's CEO Tim Spence emphasized that this acquisition is pivotal for accelerating the bank's strategy to build density in high-growth markets and enhance commercial capabilities [2]. - Comerica's strong middle market franchise and complementary footprint were highlighted as key factors making this acquisition a natural fit [3]. Group 4: Context of the Acquisition - The acquisition comes after Comerica faced pressure from analysts and investors to sell, with activist investor Holdco Asset Management urging the bank to market itself as an acquisition target [6]. - The regional banking sector has seen increased consolidation as banks seek competitive scale in response to recent challenges [3][8].

Comerica is selling itself to fellow regional bank Fifth Third Bank in a $10.9 billion deal following activist pressure to do so https://t.co/HvhtJl6eds ...

Fifth Third Bank announced on Monday that it will acquire Dallas-based financial services company Comerica in an all-stock transaction valued at approximately $10.9 billion, creating the ninth-largest... ...

A Partnership for Now and the Future Fifth Third Investor Presentation October 6, 2025 ibdroot\projects\IBD-NY\burger2025\973442_1\Presentations\05. Investor Presentation\PPT\Express_2.0_v2 - From FITB_v01.pptx 1 Disclaimer FORWARD-LOOKING STATEMENTS This communication contains statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and ...

Group 1 - The deal highlights the trend of larger Midwest regional banks expanding into higher growth markets, as seen with PNC and Huntington [1] - Fifth Third Bank is continuing its expansion into California and Texas, indicating a strategic move towards growth areas [2] - Comerica has been under pressure from activist investors to consider a sale, reflecting challenges in its interest rate positioning [2] Group 2 - KeyCorp, based in Ohio, is being monitored for potential transactions as its rivals expand, raising questions about its future strategy [3] - The competitive landscape in the Midwest is shifting, with banks like KeyCorp needing to adapt to the expansion of their rivals [3]

Core Viewpoint - The combined company will focus on operating in rapidly growing regions of the United States, particularly in Texas [1] Company and Industry Summary - The merger aims to capitalize on growth opportunities in some of the fastest-growing areas of the country [1]

Core Viewpoint - Fifth Third Bancorp has agreed to merge with Comerica Incorporated in an all-stock deal valued at $10.9 billion, which is expected to create the ninth-largest bank in the U.S. with approximately $288 billion in assets [1][3]. Group 1: Merger Details - Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, translating to an offer price of $82.88 per share, representing a 20% premium to Comerica's 10-day volume-weighted average [1]. - The merger will result in Fifth Third investors holding about 73% of the combined entity, while Comerica shareholders will own roughly 27% [3]. - The transaction is anticipated to close by the end of the first quarter of 2026, subject to shareholder approvals and regulatory reviews [2]. Group 2: Market Position and Growth - The combined entity will operate in 17 of the 20 fastest-growing U.S. markets, enhancing its presence in key regions such as the Southeast, Texas, and California, while maintaining leadership in the Midwest [2]. - The merger is expected to be immediately accretive for shareholders, indicating potential for enhanced shareholder value [3]. Group 3: Strategic Benefits - The merger will create two recurring, high-return fee segments, Commercial Payments and Wealth and Asset Management, each valued at $1 billion, which will diversify earnings and support growth initiatives [4]. - Tim Spence, Chairman, CEO, and President of Fifth Third Bank, emphasized that the merger is a natural fit due to Comerica's strong middle market franchise and complementary footprint, positioning the new entity for long-term value delivery [5].

Core Viewpoint - The transaction will result in the formation of the 9th largest bank in the U.S., with approximately $288 billion in assets [1] Company Summary - The merger will create a significant player in the banking industry, enhancing competitive positioning and market share [1]