Texas-headquartered Comerica announced Monday that it is being acquired by Fifth Third Bancorp in an all-stock merger valued at $10.9 billion.
Under terms of the agreement Comerica stockholders will receive 1.8663 shares of Fifth Third for each share of Comerica, resulting at closing with Comerica shareholders holding 27 percent of the combined banking companies. The pricing of $82.88 per Comerica share is based on a 10-day volume-weighted average of Comerica shares prior to Fifth Third’s closing price on Oct. 3, and a 20 percent premium for Comerica shares.
The merger extends the market reach of Cincinnati-based Fifth Third operations deep into the Southeast, Texas and California, giving it a presence in 17 of the fastest-growing markets in the U.S.
Curt Farmer, president and CEO of Comerica, will assume the role of vice chair at Fifth Third and will serve on its board once he retires. Three of Comerica’s directors will have places on the Fifth Third Board.
Goldman Sachs serves as financial advisor to Fifth Third. J.P. Morgan, along with Keefe, Bruyette & Woods, a Stifel Company, advised Comerica.
Sullivan & Cromwell counseled Fifth Third on the legal side, while Wachtell, Lipton, Rosen & Katz advised Comerica.
Von Hays is Comerica’s chief legal officer and general counsel. Other members of the bank’s in-house legal team who worked on the deal included Nicki Gersch, executive vice president, corporate secretary, director of corporate governance & senior deputy general counsel; Steven Franklin, senior vice president, assistant corporate secretary & divisional general counsel — securities, capital markets and M&A; Hope Schall, senior vice president & deputy general counsel regulatory affairs; Ashley Fincher, deputy general counsel and SVP, litigation, HR and corporate operations; and Shannon Barrow, senior vice president & deputy general counsel payments/banking products and services.
Founded in 1849 in Detroit, Comerica announced its relocation to Dallas in March 2007. The bank’s move from Detroit was completed a few months later in September with approximately 200 corporate employees shifting to Dallas. The bulk of the bank’s employees remained in Michigan.
The bank selected 1717 Main Street in downtown as its headquarters and the 60-story skyscraper was renamed Comerica Bank Tower.
The relocation was part of Comerica’s strategy to focus on high-growth Sun Belt markets, where it had been expanding for decades, especially in Texas, where it entered the state in 1988. The ability to capitalize on the robust middle market client base in Texas was a driving factor.