The consolidation of US Regional Banking continues.
Shareholders of Comerica and Fifth Third Bancorp have overwhelmingly approved their $10.9 billion merger, clearing the path to create the 9th largest bank in the United States.
📊 THE DEAL SCORECARD:
- The Vote: 97% of Comerica shareholders voted in favor (ignoring calls to block it).
- The Scale: Combined assets of ~$290 billion.
- The Footprint: Adds Comerica’s stronghold in Texas, Arizona, and California to Fifth Third’s Midwest dominance.
⚔️ THE ACTIVIST DRAMA (HoldCo vs. The Board): This approval comes despite a fierce campaign by activist hedge fund HoldCo Asset Management.
- The Flip-Flop: HoldCo originally pushed Comerica to sell itself last year.
- The Objection: When the Fifth Third deal was announced, HoldCo opposed it, arguing the process was “rushed” to protect the CEO rather than maximize value.
- The Verdict: Investors (and proxy advisor ISS) sided with the bird in the hand. The double-digit premium outweighed the theoretical upside of a longer auction.
⚖️ WHAT’S NEXT:
- Closing: Expected Q1 2026.
- Legal: HoldCo is still waging a battle in Delaware court, having sued both banks.
- Regulatory: The deal has already secured approval from the OCC; pending remaining checks.
💡 ANALYST TAKEAWAY: The 97% “Yes” vote is a decisive rebuke to the activist’s “hold out for more” strategy. In a high-rate environment where regional bank earnings are under pressure, shareholders are clearly preferring the safety of scale and immediate liquidity over the uncertainty of a prolonged turnaround or auction.
👇 Bankers & Investors: Does the creation of another “Super Regional” ($290B+) force the remaining mid-sized players to merge, or can they survive as independents?