Fifth Third Bancorp is set to acquire Comerica in an all-stock transaction valued at $10.9 billion, a move that will establish the ninth-largest bank in the United States, boasting approximately $288 billion in assets. This strategic merger is anticipated to generate immediate benefits for shareholders, enhancing efficiency, return on assets, and tangible common equity ratios. The combined entity plans to capitalize on Fifth Third's robust retail banking and digital capabilities alongside Comerica's strong middle-market banking franchise, aiming to fortify its competitive position in rapidly expanding markets across 17 states, including key regions in the Southeast, Texas, and California.
Under the terms of the agreement, Comerica stockholders are slated to receive 1.8663 shares of Fifth Third stock for each Comerica share they own. This valuation translates to $82.88 per share, based on Fifth Third's closing stock price on October 3, 2025, and represents a 20% premium over Comerica's ten-day volume-weighted average stock price. Following the merger, Fifth Third shareholders will hold approximately 73% ownership of the newly formed entity, with Comerica shareholders retaining the remaining 27%.
Curt Farmer, president, chairman, and CEO of Comerica, expressed optimism regarding the merger, highlighting how the integration with Fifth Third's strengths in retail, payments, and digital services will bolster Comerica's commercial franchise. This collaboration is expected to provide enhanced capabilities and broader market reach for their customers, all while upholding their fundamental values. The synergy between the two institutions is poised to create two significant recurring, high-return fee businesses: commercial payments and wealth and asset management, each projected to generate $1 billion.
The integration plan includes key leadership appointments from Comerica within the new structure. Peter Sefzik, Comerica’s chief banking officer, will assume leadership of Fifth Third’s wealth and asset management division. Additionally, three members from Comerica's Board of Directors will join Fifth Third's board subsequent to the transaction's closure, ensuring a smooth transition and continuity in governance. The merger's completion is contingent upon obtaining necessary shareholder and regulatory approvals, with finalization expected by the end of the first quarter of 2026.
Tim Spence, president, chairman, and CEO of Fifth Third Bank, underscored the transformative nature of this acquisition, emphasizing its role in accelerating the bank's strategy to expand its presence in high-growth markets and deepen its commercial expertise. He noted that Comerica's strong middle-market footprint and complementary geographic reach make this a highly compatible and strategic fit. This announcement follows Fifth Third Bank's earlier disclosure in December of plans to establish over 200 new retail branches by 2028, with a primary focus on the Southeastern United States, further illustrating their commitment to strategic expansion.
This significant acquisition not only reconfigures the competitive landscape of the US banking sector but also sets a new trajectory for both Fifth Third Bancorp and Comerica. By combining their unique strengths, the merged entity aims to deliver superior value to customers and shareholders alike, fostering innovation and expanding service offerings across a wider operational footprint. The strategic focus on high-growth regions and synergistic business lines positions the new banking giant for sustained growth and enhanced market leadership in the coming years.