Core Viewpoint - Fifth Third Bancorp and Comerica are set to complete their $10.9 billion merger on February 1, following the final regulatory approval from the Federal Reserve, marking a significant expansion for Fifth Third as it becomes the 16th-largest insured depository organization in the U.S. with $290 billion in assets [1][2][4]. Regulatory Approval - The merger received approval from the Federal Reserve, the Office of the Comptroller of the Currency, and the Texas Department of Banking, with shareholders from both companies overwhelmingly voting in favor [2][3]. - The Federal Reserve's review indicated that the merger would not have significantly adverse effects on competition, following a Department of Justice assessment [4]. Financial Aspects - Analysts have noted the transaction's financial benefits, including immediate earnings accretion, no dilution to tangible book value per share, and a potential for over $500 million in annual revenue synergies [6]. - Since the announcement of the merger, Fifth Third's stock has increased by approximately 8%, while Comerica's stock has surged by about 27% [6]. Integration Plans - Integration teams from both banks have begun working on transition plans, with expectations to complete full system and brand conversions later in the year [3]. Legal Challenges - An activist investor, HoldCo Asset Management, has filed a lawsuit against Comerica and Fifth Third, alleging breaches of fiduciary duties and inadequate disclosures regarding the merger [7][10]. - The lawsuit claims that Comerica rushed into the merger to avoid a proxy contest and negotiated an excessive compensation package for its CEO, Curt Farmer [10][14]. - A hearing regarding the ongoing litigation is scheduled for later in February, which may impact the merger's timeline [12]. Leadership Transition - Following the merger, Comerica's CEO Curt Farmer will serve as vice chair and later in an advisory role at Fifth Third, with an annual compensation of $8.75 million [15].

Core Viewpoint - The Federal Reserve has approved Fifth Third's acquisition of Comerica, marking the final regulatory approval needed for the largest proposed banking deal of 2025, expected to close on February 1, with subsequent system and brand conversions later in the year [1] Group 1: Acquisition Details - Fifth Third's CEO Tim Spence expressed excitement over securing all material approvals, highlighting immediate earnings accretion, no dilution to tangible book value per share, and a clear path to over $500 million in annual revenue synergies from the merger [2] - The acquisition faced opposition from activist investor HoldCo Asset Management, which argued that Comerica could have secured a better deal and subsequently sued the bank [2][3] Group 2: Regulatory Comments and Reactions - The Federal Reserve received 12 adverse comments regarding the deal, with requests for hearings related to HoldCo's lawsuit against both banks, which alleges a breach of fiduciary duty by Comerica's board [3] - Commenters also requested an extension of the comment period for the acquisition to allow the Fed to review material expected from the court case, which was denied [4] Group 3: Executive Compensation - Comerica's CEO Curt Farmer is set to become a vice chair at Fifth Third post-acquisition, with an annual compensation of $8.75 million, alongside a $10 million cash payment for integration and $10.63 million in deferred compensation [5]

Core Viewpoint - The Federal Reserve has officially approved Fifth Third Bank's acquisition of CIT Bank, signaling a green light for large bank mergers in 2025. The deal, valued at approximately $10.9 billion in stock, will result in a combined asset size of about $288 billion, positioning Fifth Third Bank as the ninth largest bank in the U.S. [1] Group 1: Acquisition Details - Fifth Third Bank reached an agreement to acquire CIT Bank for about $10.9 billion in stock, with the merger expected to create a bank with approximately $288 billion in assets [1] - Following the merger, Fifth Third Bank's total assets will exceed the $250 billion threshold, subjecting it to stricter capital, liquidity, and compliance requirements [5] - Shareholders of CIT Bank will receive 1.8663 shares of Fifth Third Bank stock for each share they own, with Fifth Third Bank shareholders retaining about 73% of the combined entity [6] Group 2: Strategic Implications - The merger is part of a broader trend among regional banks in the U.S. to consolidate in order to share the costs of technology upgrades and compliance management [1] - Fifth Third Bank aims to expand its presence in high-growth southeastern markets, including cities like Atlanta, Nashville, Houston, Dallas, and Charlotte, which have experienced a compound annual population growth rate of about 1% since 2010 [1] - Fifth Third Bank's CEO, Tim Spence, emphasized that the acquisition will enhance the bank's capabilities in serving mid-sized businesses and provide more flexibility in funding structures amid rising interest rates [5] Group 3: Market Context - The acquisition comes in the context of other significant transactions in the banking sector, such as PNC Financial Services Group's $4.1 billion acquisition of First Bank and Pinnacle Financial Partners' $8.6 billion merger with Synovus [6] - The CEO of CIT Bank, Curt Farmer, noted that the bank faced challenges during the regional banking crisis due to a concentration of large commercial deposits, which made it vulnerable to deposit outflows [5]

Core Viewpoint - The merger between Fifth Third Bancorp and Comerica Incorporated has received all necessary regulatory and shareholder approvals, with the transaction expected to close on February 1, 2026, creating the ninth largest U.S. bank with $290 billion in assets [1][2]. Group 1: Merger Details - The merger will combine Fifth Third and Comerica, resulting in a stronger, more diversified bank with a significant presence in key U.S. markets, including the Midwest, Southeast, Texas, and California [2]. - Integration teams are actively working to ensure a smooth transition for employees and customers, with full system and brand conversions anticipated later this year [3]. - The combined entity will leverage its expanded footprint and complementary strengths to deliver exceptional value to customers, with expected annual revenue synergies exceeding $500 million [4]. Group 2: Company Backgrounds - Fifth Third Bancorp has a long history of innovation in financial services, having been established in 1858, and is recognized for its ethical practices [5]. - Comerica, founded in 1849, operates across 15 states and focuses on building relationships through its Commercial Bank, Retail Bank, and Wealth Management segments, reporting total assets of $77.4 billion as of September 30, 2025 [7].

Core Viewpoint - The Federal Reserve Board has approved Fifth Third Bancorp's application to acquire Comerica Incorporated, indicating a significant consolidation in the banking sector [1] Group 1: Acquisition Details - Fifth Third Bancorp, based in Cincinnati, Ohio, will indirectly acquire Comerica Bank located in Dallas, Texas [1] - The acquisition also includes Comerica Bank & Trust, National Association, situated in Ann Arbor, Michigan [1]

Core Viewpoint - The merger between Fifth Third Bancorp and Comerica has received shareholder approval and is expected to close in the first quarter, creating the ninth-largest U.S. bank with $290 billion in assets [1][2][3]. Group 1: Merger Approval and Details - Shareholders of Fifth Third Bancorp voted 99.7% in favor of the merger, while 97.0% of Comerica stockholders supported it [2]. - The proposed merger is valued at $10.9 billion and aims to enhance both banks' capabilities and market presence [5]. Group 2: Strategic Implications - The merger will combine Fifth Third's retail and digital capabilities with Comerica's middle market banking franchise, creating a more resilient institution [4]. - The transaction is expected to drive innovation and strengthen customer relationships, benefiting the communities served by both banks [5]. Group 3: Market Position and Growth - Upon completion, the new entity will operate in 17 of the 20 fastest-growing large markets in the U.S., positioning it closer to the "Big Four" national banks [3][6]. - Fifth Third plans to expand its branch network significantly, adding 150 branches to Comerica's Texas footprint [7].

Core Viewpoint - The merger between Fifth Third Bancorp and Comerica has received shareholder approval and is expected to close in the first quarter, creating the ninth-largest U.S. bank with $290 billion in assets [1][2][3]. Group 1: Merger Approval and Details - Shareholders of Fifth Third Bancorp voted 99.7% in favor of the merger, while 97.0% of Comerica stockholders supported it [2]. - The proposed merger is valued at $10.9 billion and aims to enhance both banks' capabilities and market presence [5]. Group 2: Strategic Implications - The merger will combine Fifth Third's retail and digital capabilities with Comerica's middle market banking franchise, creating a more resilient institution [4]. - The transaction is expected to drive innovation and strengthen customer relationships, benefiting the communities served by both banks [5]. Group 3: Market Position and Growth - Upon completion, the new entity will operate in 17 of the 20 fastest-growing large markets in the U.S., positioning it closer to the "Big Four" national banks [3][6]. - Fifth Third plans to expand its branch network significantly, adding 150 branches to Comerica's Texas footprint [7].

Core Viewpoint - Fifth Third Bancorp and Comerica received near-unanimous shareholder approval for their proposed $10.9 billion merger, despite opposition from an activist investor [1][2][11] Shareholder Approval - Approximately 99.7% of Fifth Third shareholders and 97% of Comerica shareholders voted in favor of the merger, which Fifth Third CEO Tim Spence described as "an important milestone" [2] - The merger is expected to create a $288 billion-asset institution with operations across the Midwest, Texas, and a growing presence in the Southeast [4] Regulatory Approvals - The Office of the Comptroller of the Currency approved the merger last month, and the Texas Department of Banking granted approval on January 2 [3] - The banks are still awaiting approval from the Federal Reserve Board, with Spence expressing confidence in closing the acquisition by the first quarter of 2026 [2][11] Legal Challenges - HoldCo Asset Management, an activist investor, is suing to stop the merger, claiming the sales process was flawed and that Comerica did not adequately negotiate with potential buyers [7][8] - The lawsuit follows HoldCo's pressure on Comerica to pursue a sale, and the activist investor is seeking to use discovery materials to support its claims [8][14] Market Reaction - Following the announcement of the merger, Fifth Third's stock increased by over 12%, while Comerica's stock rose by more than 30% [9] Advisory Firm Recommendations - Proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended shareholder approval, stating the deal makes strategic and financial sense [4][15] - Both firms acknowledged HoldCo's role in urging Comerica to explore a sale and influencing the release of additional disclosures about the merger [15][16]

Core Viewpoint - Comerica shareholders approved a $10.9 billion sale to Fifth Third Bancorp, disregarding an activist hedge fund's attempts to block the deal [1] Group 1 - The sale represents a significant consolidation in the banking industry, highlighting ongoing trends of mergers and acquisitions among financial institutions [1] - The approval indicates shareholder confidence in the strategic benefits of the merger, despite external pressures from activist investors [1]

Core Viewpoint - Shareholders of Fifth Third Bancorp and stockholders of Comerica Incorporated have approved the proposed merger, with 99.7% of votes cast in favor, marking a significant milestone for the companies involved [1] Group 1: Merger Approval - The merger between Fifth Third Bancorp and Comerica Incorporated has received overwhelming support from shareholders, with a 99.7% approval rate [1] - The transaction is anticipated to close in the first quarter of 2026, pending the fulfillment of customary closing conditions [1]