HoldCo urges Comerica shareholders to vote against Fifth Third merger

HoldCo Asset Management, which owns approximately 1.6% of Comerica Inc. (NYSE: CMA), released a presentation urging shareholders to vote against the proposed merger with Fifth Third Bancorp at the January 6, 2026 special meeting.

The Florida-based investment firm, managing approximately $2.6 billion in assets, claims the merger undervalues Comerica and resulted from a rushed 17-day process. HoldCo alleges CEO Curtis Farmer was the sole negotiator on shareholders' behalf, despite potential conflicts of interest.

"We believe Comerica's board of directors approved an unusually rushed 17‑day process in which CEO Curtis Farmer was effectively the sole negotiator on shareholders' behalf," said HoldCo co-founders Vik Ghei and Misha Zaitzeff.

HoldCo states the deal price fell at the bottom of Fifth Third's initial exchange-ratio range, despite at least one approach from another large bank. The firm argues Fifth Third suffers no tangible book dilution while other recent large-bank mergers involved dilution and approximately three-year earn-backs.

According to HoldCo's analysis of Comerica's disclosures, Farmer could receive approximately $140 million over the next decade if the merger closes, compared to a fraction of that amount if removed following a potential proxy contest at Comerica's April 2026 annual meeting.

The presentation notes that the merger agreement requires both parties to use reasonable best efforts to restructure and resubmit the transaction if voted down, rather than allowing Fifth Third to simply walk away.

HoldCo disclosed it owns Comerica common stock and has an economic interest in the securities' price. The firm has previously released presentations critical of Comerica's board in November and July 2025.

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