Comerica Received a Bid Before Fifth Third
A Wednesday filing revealed that Comerica engaged in swift negotiations and granted short-term benefits to its CEO, Curt Farmer. The disclosure noted that such filings sometimes bring readers behind the scenes of major financial deals.
Earlier in 2024, Capital One had shared details of its six-month pursuit of Discover, during which the credit card company turned down three proposals and paused talks for seven weeks. However, Fifth Third’s story of its proposed combination with Comerica contained far less drama.
The documents showed that Fifth Third was not Comerica’s first potential buyer. Another company, referred to as Financial Institution A, made a verbal proposal for an all-stock transaction in September. Comerica’s board, after review, decided that the conditions “were not likely to be more attractive than the consideration that could be offered by another counterparty.”
The board further “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.”
Though Fifth Third had not yet presented an offer, the filing mentioned that Comerica CEO Curt Farmer and Fifth Third CEO Tim Spence had “periodically discussed” various financial trends over several years.
Author’s Summary
Comerica was approached by another institution before Fifth Third, but its board ultimately viewed Fifth Third as the most fitting merger partner, anticipating a better-aligned proposal.
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