October 14, 2025 | Financials | North America | Active
On 6-Oct-25, Fifth Third agreed to buy regional bank Comerica in an all-stock deal valued at $10.9bn, in the biggest US bank deal of the year. Under the terms of the agreement, Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, which, at announcement, valued Comerica at $82.88 per share, implying a 17.5% one-day takeover premium. Through to completion, Comerica can continue to pay its quarterly dividends, albeit not exceeding $0.71 per share. While the documents do not reference or limit Fifth Third distributions, the parties confirmed that they will coordinate the timing of their dividends to avoid shareholders receiving either two dividends or none. At closing, Fifth Third shareholders will own 73% of the combined entity, while Comerica shareholders will own the remaining 27%. The deal requires approval from both sets of shareholders and regulatory clearances, including from the Federal Reserve (the “Fed”), the Office of the Comptroller of the Currency (OCC) and the Texas Department of Banking. The parties also need to secure a federal tax opinion that the merger qualifies as a reorganisation. Each party has agreed to non-solicitation with a fiduciary out, and they must use reasonable best efforts to obtain approvals. A burdensome condition clause restricts the companies from offering any remedies “that would reasonably be likely to have a material adverse effect on Comerica and its subsidiaries, taken as a whole.” The termination fee and RTF are ...
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