Cincinnati-based Fifth Third Bank is acquiring Dallas-based Comerica. The banks announced the merger Monday, saying it will make the combined company the 9th largest U.S. bank.
"Today, we are delighted to announce the merger of Fifth Third and Comerica, uniting two outstanding organizations to create a more dynamic, resilient bank," said Fifth Third Bank Chairman and CEO Tim Spence during an investor call following the announcement.
"We're very excited to highlight the value creation generated by this transaction for our combined shareholder base," added Bryan Preston, chief financial officer.
The all-stock deal is valued at $10.9 billion, and slated to close in the first quarter of 2026.
“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. I am confident that we will be better together, and our customers, shareholders and communities will benefit,” Curt Farmer, chairman, president and CEO of Comerica, says in a release.
Fifth Third says it will increase its minimum wage to $21 per hour at the close of the merger.
Spence says the deal bolster's Fifth Third's growth plan.
The banks say the acquisition will make Fifth Third available in 17 of the 20 fastest-growing markets, with more than half of its retail footprint concentrated in the Southeast, as well as Texas, Arizona, and California by 2030. The combined bank will have approximately $288 billion in assets when the deal closes.
The deal also will expand Fifth Third's reach in Michigan.
"We will add density in Michigan and become number one in retail deposit share across the state, as well as number one in Detroit, the one large metro area in Fifth Third's Midwestern footprint, where we are not top five today," Spence says.
Under the terms of the agreement, Comerica stockholders will receive 1.8663 Fifth Third shares for each Comerica share, representing $82.88 per share. At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company, according to a release.
Comerica's Farmer will become vice chair of Fifth Third, and Peter Sefzik, Comerica’s chief banking officer, will lead Fifth Third’s Wealth & Asset Management business.
"Three members of Comerica’s Board will join Fifth Third’s Board of Directors following the transaction close. Farmer will also join Fifth Third’s Board of Directors upon retirement," the release states.
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