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Fifth Third, Comerica Shareholders Overwhelmingly Approve $10.9 Billion Merger

Closing now hinges on Federal Reserve review, with a pending activist lawsuit potentially affecting timing.

Fifth Third Bank logo is seen in this illustration taken, April 23, 2024. REUTERS/Dado Ruvic/Illustration

Overview

  • Shareholders of both banks voted near-unanimously—99.7% at Fifth Third and 97% at Comerica—to approve the transaction.
  • The OCC cleared the deal last month and Texas regulators approved it on Jan. 2, but the banks still await Federal Reserve Board sign-off.
  • HoldCo Asset Management, which holds about 1.6% of Comerica, is suing to block the deal, with a court hearing scheduled for next month.
  • The merger is valued at $10.9 billion and would create an institution with roughly $288 billion in assets spanning the Midwest, Texas and a growing Southeast footprint.
  • Proxy advisers ISS and Glass Lewis recommended approval after additional disclosures on competing bids, and the stocks have risen about 12% for Fifth Third and 30% for Comerica since the announcement.