Comerica gives fuller account of Fifth Third deal talks

Core Viewpoint - Comerica is undergoing a merger process with Fifth Third Bancorp, which has been accelerated due to pressure from activist investor HoldCo Asset Management, leading to a lawsuit that demands more transparency regarding the merger negotiations [1][3][7]. Group 1: Merger Negotiations - Comerica rejected an earlier acquisition offer from Regions Financial, which was lower than Fifth Third's proposal and would have taken longer to execute [2][11]. - The merger with Fifth Third is valued at $10.9 billion, making it the largest bank acquisition announced in 2025 [8]. - Comerica's board evaluated potential merger partners, ultimately determining that Fifth Third would be the optimal choice if they made a proposal that appropriately valued Comerica [15]. Group 2: Activist Investor Influence - HoldCo Asset Management's lawsuit alleges that Comerica is withholding information about the merger process and could have secured a better deal [3][4]. - The lawsuit has compelled Comerica to provide additional disclosures, including board materials and communications related to the merger [7][23]. - HoldCo plans to vote against the merger at the upcoming shareholder meeting, citing an "unacceptable" negotiation process [24]. Group 3: Deal Structure and Terms - Comerica's CEO, Curt Farmer, will serve as vice chair of the combined entity for up to two years, with an annual compensation of $8.75 million [20]. - The merger agreement includes the appointment of three Comerica board members to the Fifth Third board upon closing [21]. - The deal is pending approval from shareholders and regulatory bodies, including the Federal Reserve Board and the Texas Department of Banking [22][23].