- Fifth Third and Comerica shareholders overwhelmingly approved a $10.9 billion all-stock merger to form the ninth-largest U.S. bank with about $288-$290 billion in assets.
- Comerica holders will receive 1.8663 Fifth Third shares per share (about $82.88 each), leaving Fifth Third owners with roughly 73% of the combined company.
- The deal has OCC approval and is targeted to close in Q1 2026 pending Federal Reserve, Texas banking, and other customary clearances.
- Activist HoldCo Asset Management opposed the merger on valuation and governance grounds but failed to gain meaningful support.
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The approved merger between Fifth Third and Comerica marks a major consolidation in the U.S. regional banking sector—one that is driven by scale, geographic synergies, and a shift toward fee-income diversification. With $10.9 billion put on the table for Comerica, the all-stock deal provides shareholders with a 20% premium relative to Comerica’s recent trading range, validating the offer’s attractiveness. The 99.7% and 97% approval ratings from Fifth Third and Comerica shareholders respectively suggest strong alignment and minimal resistance despite challenges raised by HoldCo.
Regulatory progression has been swift, particularly with clearance from the OCC in mid-December 2025, which is notable given the tighter M&A environment of recent years. However, a key remaining hurdle is approval from the Federal Reserve, which may examine risks including competitive effects, systemic exposure, and community reinvestment obligations. Given that the companies expect a closing early in Q1 2026, timing will depend heavily on how smoothly the Fed processes this and whether any state regulatory bodies impose conditions.
Strategically, Fifth Third positions itself to accelerate growth in high-trajectory U.S. markets—Texas, California, Arizona, and the Southeast—while bolstering its Midwest strength by leveraging Comerica’s middle-market banking franchise. Key business units such as wealth & asset management and commercial payments are expected to derive long-term benefit from scale and enhanced capability. But challenges include integration risk, potential branch overlap (particularly in Michigan), managing cultural alignment, and retaining Comerica’s commercial client base without disruption in the transition.
The dissent from HoldCo underscores ongoing tension in M&A between board negotiation leverage, speed, and achieving maximum per-share value. Even though the shareholder vote largely repudiated its claims, HoldCo’s critique of governance and valuation may garner attention in the post-merger environment, including in potential litigation or by other activist investors.
Supporting Notes
- The merger value is $10.9 billion, all in stock, announced October 6, 2025.
- Comerica shareholders will receive 1.8663 Fifth Third shares per Comerica share; that values Comerica at $82.88 per share, which is about a 20% premium to Comerica’s recent stock price.
- Post-merger ownership: Fifth Third shareholders ~73%; Comerica shareholders ~27%.
- Combined institution will have ~$288-$290 billion in assets, becoming the ninth-largest bank in the U.S.
- Shareholder votes: 99.7% approval by Fifth Third shareholders; 97% by Comerica shareholders.
- Regulatory status: Received OCC approval December 2025; still pending Federal Reserve Board and Texas Department of Banking approvals.
- HoldCo Asset Management held ~1.6% of Comerica shares; argued deal undervalues Comerica and raised governance concerns, but voted against ultimately fell well short.
- Comerica’s shares trade range per analysts prior to deal ranged from ~$66 to ~$97; HoldCo asserted price lies near bottom of Fifth Third’s negotiation range.
- Vote counts in Comerica’s special meeting: ~96.56 million shares (75.5% quorum) represented; 93.65 million for, 2.80 million against; compensation proposal passed with lower margin.