Fifth Third Bank announced on Monday that it will acquire Dallas-based financial services company Comerica in an all-stock transaction valued at approximately $10.9 billion, creating the ninth-largest US bank with about $288 billion in assets.
The move follows intense scrutiny over Comerica from activist investor HoldCo Asset Management, which urged the bank to sell itself after years of what it described as underperformance.
Shares of Comerica surged more than 12% in premarket trading following the announcement.
The deal marks one of the biggest US regional bank mergers in recent years and comes as mid-sized lenders seek greater scale to compete with larger players such as JPMorgan Chase and Bank of America.
The combined institution will have a significantly expanded footprint, operating in 17 of the 20 fastest-growing markets across the country, including key regions such as the Southeast, Texas and California.
According to a joint statement, the merger is expected to be immediately accretive to shareholders and deliver industry-leading efficiency, return on assets, and return on tangible common equity.
Activist pressure paved the way for Comerica sale
HoldCo had accused Comerica of mismanaging its interest-rate exposure and cost structure, arguing that it would be better off as part of a larger financial institution.
The hedge fund was preparing to nominate five directors to Comerica’s 11-member board, according to The Wall Street Journal.
Other major shareholders, including Citadel and North Reef Capital Management, had reportedly expressed similar concerns about the company’s strategy.
Comerica CEO Curt Farmer said the merger offered the best path forward for customers and shareholders alike.
“Joining with Fifth Third – with its strengths in retail, payments and digital – allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets, while staying true to our core values,” Farmer said.
Deal structure and leadership changes
Under the terms of the agreement, Comerica shareholders will receive approximately 1.87 shares of Fifth Third for each Comerica share, valuing Comerica at $82.88 per share based on Fifth Third’s closing price on Friday.
That represents a 20% premium to Comerica’s 10-day volume-weighted average price.
Following completion, expected by the end of the first quarter of 2026, Fifth Third shareholders will own about 73% of the combined company, with Comerica shareholders owning roughly 27%.
Comerica Chief Executive Curt Farmer will become Vice Chair of the merged entity, while Comerica Chief Banking Officer Peter Sefzik will head the bank’s wealth and asset management division.
The merged company will also operate two high-return, $1 billion fee-based businesses in commercial payments and wealth management, providing steady earnings streams and the capacity to invest in future growth.
The deal underscores a wave of consolidation sweeping through the US regional banking sector as lenders seek scale and diversification amid rising regulatory costs and volatile interest rates.
A move to accelerate Fifth Third’s growth strategy
Fifth Third described the acquisition as a “strategic acceleration” of its long-term plan to strengthen profitability and expand its national reach.
“This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high-growth markets and deepen our commercial capabilities,” said Tim Spence, Chairman, CEO and President of Fifth Third Bank.
“Comerica’s strong middle-market franchise and complementary footprint make this a natural fit. Together, we are creating a stronger, more diversified bank that is well-positioned to deliver value for our shareholders, customers, and communities – starting today, and over the long-term.”
The combined company will be headquartered in Cincinnati, with significant operational centers in Dallas and Detroit.
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