Shareholders Approve Proposed Merger of Fifth Third and Comerica

The proposed merger of Fifth Third Bancorp and Comerica moved a step closer to completion Tuesday (Jan. 6) as shareholders of the two banks voted to approve the combination.

The transaction remains subject to other customary closing conditions but is expected to close during the first quarter, the banks said in a Tuesday press release.

The merger was supported by 99.7% of the votes cast by Fifth Third shareholders and 97.0% of those cast by Comerica stockholders, according to the release.

Upon closing, the transaction will create an entity that is the ninth-largest U.S. bank, has $290 billion in assets, and a footprint that spans 17 of the 20 fastest-growing large markets in the country, per the release.

“By combining Fifth Third’s award-winning retail and digital capabilities with Comerica’s middle market banking franchise, we’ll create a more dynamic, resilient institution with the scale and capabilities to deliver exceptional value for our customers, communities and shareholders,” Fifth Third Chairman, CEO and President Tim Spence said in the release.

Comerica Chairman, President and CEO Curt Farmer said in the release: “We believe that this merger of two long-standing institutions will create new opportunities to drive innovation, foster deeper relationships, and deliver stronger support for the customers and communities we proudly serve.”

The banks announced the proposed $10.9 billion merger in October, with Spence saying the combination would help Fifth Third with its expansion plans, and Farmer saying it would allow Comerica to build on its commercial franchise and provide enhanced capabilities across more markets.

PYMNTS reported at the time that the deal followed other mergers this year in the regional banking space as U.S. regulators relax their stance on bank combinations.

In another report on the proposed merger, PYMNTS said the Fifth Third-Comerica combination would formally elevate both regional banks into the super-regional cohort and narrow the space between them and the “Big Four” national banks, JPMorgan Chase, Bank of America, Wells Fargo and Citigroup.

Spence said during an October earnings call that Fifth Third added 13 branches in the Southeast during the third quarter and would open another 27 by the end of 2025.

“We’ll leverage the same proven de novo playbook, marketing tactics, and differentiated digital offerings to drive retail deposit growth as we add 150 branches to Comerica’s Texas footprint,” Spence said.