Comerica Received at Least One Deal Offer Before Fifth Third
A Wednesday filing revealed that Comerica engaged in a relatively brief negotiation process, which also included several short-term benefits for its CEO, Curt Farmer. The disclosure provided insight into the background of potential acquisition talks involving the bank.
In similar filings, readers sometimes find a sense of drama behind mergers and acquisitions. For instance, Capital One’s March 2024 report detailed a six-month pursuit of Discover, during which Discover rejected three offers before talks paused for seven weeks.
By contrast, Fifth Third’s account of its proposal to merge with Comerica, published on Wednesday, contained little of that intensity. However, according to the filing, Fifth Third was not the first to approach Comerica.
Earlier Offer and Board Decision
Comerica’s filing mentioned that the CEO of another company, referred to only as Financial Institution A, made a verbal all-stock merger proposal in September. Upon review, Comerica’s board found the offer uninspiring.
“The board determined that the terms were not likely to be more attractive than the consideration that could be offered by another counterparty.”
The board also concluded, according to the filing, 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.”
Conversations Between Executives
While Fifth Third had not yet made an offer, the filing confirmed that Curt Farmer and Fifth Third CEO Tim Spence had maintained periodic discussions over the years on financial trends and industry developments.
Author’s Summary
Comerica dismissed an earlier merger proposal, later viewing Fifth Third as a stronger potential partner despite not yet receiving a formal offer.