Comerica Received at Least One Offer Before Fifth Third
A recent filing revealed that Comerica was approached by another financial institution before negotiations began with Fifth Third Bank. The process, summarized in the Wednesday report, unfolded relatively quickly but included certain short-term incentives for Comerica CEO Curt Farmer.
When banks disclose the behind-the-scenes details of acquisitions, the reports sometimes read like high-stakes dramas. For instance, Capital One’s March 2024 filing described a six-month pursuit of Discover, during which multiple proposals were rejected before discussions paused for nearly two months.
In contrast, Fifth Third’s account of its approach to Comerica contained little of that tension. Nevertheless, the filing confirmed that the Cincinnati-based bank was not Comerica’s first prospective partner.
Earlier Negotiation
Before Fifth Third entered the picture, the CEO of another company—identified only as Financial Institution A—offered a verbal proposal in September for a potential all-stock merger with Comerica.
“The board determined the terms were not likely to be more attractive than the consideration that could be offered by another counterparty.”
In its evaluation, Comerica’s board decided that Fifth Third would represent the best potential merger partner if it were to make a proposal that adequately valued Comerica.
“The board further determined that Fifth Third would be the optimal merger counterparty to a business combination transaction if Fifth Third were to make a proposal which appropriately valued Comerica.”
At that time, Fifth Third had not yet submitted any offer. However, according to the filing, Comerica CEO Curt Farmer and Fifth Third CEO Tim Spence had engaged in occasional discussions over the years about trends and developments in the financial sector.
Author’s Summary
Comerica considered an earlier merger offer before Fifth Third’s proposal emerged, ultimately viewing Fifth Third as the stronger potential partner for long-term value.
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