Fifth Third to Acquire Comerica

Core Viewpoint - Fifth Third Bancorp is acquiring Comerica Incorporated in an all-stock transaction valued at $10.9 billion, which is expected to create the 9th largest U.S. bank with approximately $288 billion in assets [1][2]. Transaction Details - The merger agreement stipulates that Comerica's stockholders will receive 1.8663 Fifth Third shares for each Comerica share, equating to $82.88 per share, representing a 20% premium to Comerica's 10-day volume-weighted average stock price [1]. - Upon completion, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own about 27% of the combined entity [1]. Strategic Rationale - The acquisition is seen as a strategic acceleration of Fifth Third's long-term growth plan, enhancing scale, profitability, and geographic reach [3]. - The merger combines Fifth Third's retail banking and digital capabilities with Comerica's strong middle market banking franchise, positioning the new entity in high-growth markets [3]. - The combined company will operate in 17 of the 20 fastest-growing markets in the U.S., including key regions in the Southeast, Texas, and California [3]. Leadership and Governance - Leadership will include representation from both organizations, with Comerica's CEO Curt Farmer becoming Vice Chair and leading Fifth Third's Wealth & Asset Management business [4]. - Three members of Comerica's Board will join Fifth Third's Board of Directors after the transaction closes [4]. Financial Impact - The merger is expected to be immediately accretive to shareholders and deliver peer-leading efficiency, return on assets, and return on tangible common equity ratios [2]. - The combined entity will have two significant recurring fee businesses, Commercial Payments and Wealth and Asset Management, which are expected to provide durable earnings [3]. Timeline and Approvals - The transaction is anticipated to close at the end of the first quarter of 2026, subject to shareholder approvals and customary regulatory approvals [4].