Comerica received at least one deal offer before Fifth Third

Comerica Received Another Deal Offer Before Fifth Third

A recent filing revealed a relatively swift negotiation process and some short-term benefits for Comerica CEO Curt Farmer. Unlike other bank acquisition stories filled with drama, this one was straightforward.

Background of the Negotiations

Capital One, for instance, disclosed in March 2024 a six-month-long pursuit of Discover, involving multiple declined offers and a seven-week pause in talks. In contrast, Fifth Third's description of its approach to a deal with Comerica lacked intense drama.

Initial Offer from Another Institution

The filing disclosed that Comerica was approached first by a different entity, referred to only as Financial Institution A. In September, this institution made a verbal proposal for an all-stock transaction.

However, Comerica’s board judged the terms of this offer “were not likely to be more attractive than the consideration that could be offered by another counterparty.”

Board’s Decision on Merger Partner

The board “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,” according to the filing.

At the time, Fifth Third had not yet made an official offer. Still, Comerica CEO Curt Farmer and Fifth Third CEO Tim Spence had “periodically discussed” financial industry trends for several years.

Summary

The deal with Fifth Third followed a brief consideration of another offer, with Comerica’s board favoring a well-valued proposal from Fifth Third over earlier proposals.

Author's Summary

This filing shows Comerica’s board choosing Fifth Third over an initial offer, highlighting strategic discussions and swift negotiations behind the merger.

Banking Dive — 2025-11-07