HoldCo Asset Management sent a letter to Comerica’s independent directors on November 17 2025, demanding that the bank disclose the identity of a second bidder referenced in a recent regulatory filing and the nature of discussions with a so‑called “Financial Institution A.” The letter accuses Comerica of steering the merger toward Fifth Third Bancorp without conducting an independent competitive process, and it questions whether the 1.8663‑share exchange ratio—implying a $82.88 per‑share price based on Fifth Third’s October 3 closing price—adequately reflects shareholder value after the bank’s stock fell to roughly $40‑$44 in October and November.
The merger, valued at $10.9 billion, is an all‑stock transaction that will create the ninth‑largest U.S. bank with about $288 billion in assets. The exchange ratio of 1.8663 Fifth Third shares per Comerica share was set when Fifth Third’s stock traded at $44.40 on October 3, producing the $82.88 implied price. Since the announcement, Fifth Third’s share price has slipped to the low‑$40s, a decline of about 10 % from the October 3 level, raising concerns that the exchange ratio over‑values Comerica shareholders.
Comerica reported third‑quarter 2025 net income of $176 million, or $1.35 per share, while Fifth Third posted earnings per share of $0.93, beating estimates of $0.87. Fifth Third’s revenue of $2.31 billion was slightly below the $2.34 billion consensus, reflecting modest pressure in its retail lending segment. These earnings figures provide a financial backdrop for the merger, showing that both banks are performing well but that Fifth Third’s stock decline could erode the perceived value of the deal for Comerica shareholders.
The letter also references a verbal proposal from “Financial Institution A” that surfaced in September 2025. Comerica’s board concluded that Fifth Third was the “optimal merger counterparty” because its terms offered a higher valuation and a better strategic fit, whereas the terms offered by Financial Institution A were deemed less attractive. The report requests that Comerica disclose the details of that proposal and the reasons it was not pursued more aggressively.
Comerica’s management has not yet issued a formal response to HoldCo’s allegations. The letter arrives just weeks before the January 6, 2026 shareholder vote, and if the concerns are substantiated, they could prompt a reevaluation of the transaction terms or a delay in approval. The report underscores the growing influence of activist investors in regional banking consolidation and highlights the importance of transparent, competitive bidding processes in large M&A deals.
The initial announcement of the merger on October 6, 2025 was welcomed by Comerica shareholders and met with skepticism by Fifth Third shareholders, reflecting the divergent interests of the two parties. The HoldCo letter adds a new layer of scrutiny that may influence shareholder sentiment ahead of the upcoming vote, though market reaction to the letter itself has not yet been quantified.
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