Comerica must disclose info on Fifth Third deal, judge says

Core Viewpoint - Comerica is facing a lawsuit regarding its $10.9 billion agreement to sell itself to Fifth Third Bancorp, with a judge ordering the bank to provide additional information related to the deal [1][4]. Group 1: Legal Proceedings - The lawsuit, initiated by activist investor HoldCo Asset Management, claims that Comerica rushed the sale process and failed to disclose material information [2][3]. - The judge has mandated that Comerica disclose board materials related to the deal, and HoldCo will have the opportunity to submit written questions to the defendants [2][4]. - A hearing is scheduled to determine if sufficient disclosure was made prior to a shareholder vote, with potential for further hearings post-vote regarding the deal's closure [4][8]. Group 2: Deal Timeline and Context - The merger deal was announced in early October and is expected to close in the first quarter of 2025, although there are indications that it may close sooner [5][11]. - The transaction is noted as the largest bank acquisition announced in 2025 and the quickest among significant transactions this year [10][11]. - Prior to the deal, HoldCo had been critical of Comerica and is now alleging that the sales process was flawed, suggesting that Comerica did not adequately seek the best buyer [12]. Group 3: Market Environment - The current environment for bank mergers and acquisitions is described as favorable, with quicker deal closures compared to previous years, influenced by regulatory changes [7]. - Legal challenges to stock-for-stock deals like this one are less common than those concerning pricing after the deal has closed [6].