MONSEY, N.Y., Nov. 17, 2025 (GLOBE NEWSWIRE) — The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed merger of Comerica Incorporated (NYSE: CMA) (“Comerica”) with Fifth Third Bancorp (Nasdaq: FITB) (“Fifth Third”) pursuant to which Comerica stockholders will receive 1.8663 shares of Fifth Third stock for each Comerica share (the “Exchange Ratio”).
Based on Fifth Third’s closing price on October 3, 2025, the last trading day before the merger was announced, the Exchange Ratio implied a sale price of $82.88 per share for Comerica.
But the stock price of Fifth Third has fallen since the merger was announced, thus reducing the value of the consideration to Comerica stockholders.
Further, on November 17, 2025, Comerica investor HoldCo Asset Management (“Holdco”) alleged that the sales process leading to the merger was “flawed” because it didn’t include an independent and competitive process. As Holdco said in a 65-page presentation that it distributed, “it appears that Comerica steered the sale toward a preferred bidder (Fifth Third) rather than running an open, competitive process designed to maximize shareholder value.”
In the meantime, Comerica and Fifth Third have scheduled votes to approve the merger for January 6, 2026.
If you remain a Comerica shareholder and have concerns about the fairness of the proposed merger, you may contact our firm at the following link to discuss your legal rights at no charge:
https://wohlfruchter.com/cases/comerica/
The page above also provides a link to a copy of the Holdco presentation.
Alternatively, you may contact us by phone at 866-833-6245, or via email at [email protected].
Why is there an investigation?
On October 6, 2025, Comerica announced that it had agreed to merge with Fifth Third in a transaction pursuant to which Comerica stockholders will receive 1.8663 shares of Fifth Third stock for each Comerica share.
Based on Fifth Third’s closing price on October 3, 2025, the last trading day before the merger was announced, the Exchange Ratio implied a sale price of $82.88 per share for Comerica.
But the stock price of Fifth Third has fallen since the merger was announced, thus reducing the value of the consideration to Comerica stockholders.
Further, on November 17, 2025, Comerica investor Holdco alleged that the sales process leading to the merger was “flawed” because it didn’t include an independent and competitive process. As Holdco said in a 65-page presentation that it distributed, “it appears that Comerica steered the sale toward a preferred bidder (Fifth Third) rather than running an open, competitive process designed to maximize shareholder value.”
Our firm has made a copy of the Holdco presentation available at the following link:
https://wohlfruchter.com/cases/comerica/
In the meantime, Comerica and Fifth Third have scheduled votes to approve the merger for January 6, 2026.
“Particularly in light of Holdco’s presentation, we are investigating whether the Comerica Board of Directors acted in the best interests of Comerica shareholders in approving the merger,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the exchange ratio agreed upon is fair to Comerica shareholders, and whether all material information regarding the transaction has been fully disclosed.”
About Wohl & Fruchter
Wohl & Fruchter LLP has for over a decade been representing investors in litigation arising from fraud and other corporate misconduct, and recovered hundreds of millions of dollars in damages for investors. Please visit our website, www.wohlfruchter.com, to learn more about our Firm, or contact one of our partners.
Contact:
Wohl & Fruchter LLP
Joshua E. Fruchter
Toll Free 866.833.6245
[email protected]
www.wohlfruchter.com
