Fifth Third, Comerica Combine To Form Ninth-Largest US Bank

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].