Fifth Third Bancorp has received regulatory approval from the Office of the Comptroller of the Currency (OCC) for its proposed acquisition of Comerica. This approval, dated November 6, 2023, is the first of three necessary regulatory greenlights for the merger, which is valued at approximately $10.9 billion. The deal represents the largest bank transaction announced in 2025, occurring during a notably active period for bank mergers and acquisitions.
The OCC’s endorsement came roughly two months after Fifth Third submitted its merger application, reflecting a trend of expedited approvals this year. The OCC noted that its decision is based on the representations and information provided by Fifth Third, with the stipulation that any significant changes could affect the approval status before the transaction closes.
While this development is promising for Fifth Third, the company still requires approvals from the Federal Reserve Board, the Texas Department of Banking, and shareholder consent. Fifth Third’s CEO, Tim Spence, expressed confidence in the transaction’s eventual closure, stating at a recent industry conference that discussions with regulators have been constructive and have raised no concerns.
Upcoming Votes and Legal Challenges
Shareholders of both Fifth Third and Comerica are scheduled to vote on the merger on January 6, 2026. Spence remarked on the importance of this deal, emphasizing that it aims to enhance value for customers, communities, and shareholders alike. The anticipated closing date for the transaction is set for early February, should all approvals be granted in time.
Despite the positive regulatory signal, the merger faces opposition from activist investor HoldCo Asset Management, which has initiated legal action in Delaware. HoldCo seeks to delay the transaction and compel the banks to disclose more detailed information regarding the merger’s formation. The group argues that Comerica could potentially secure a more favorable deal if the current merger is rejected.
Additionally, a coalition called the Comerica 175 Coalition has made its presence known by submitting several letters to the Federal Reserve Bank of Cleveland. They are requesting a public hearing on the merger and urging a delay in the shareholder votes. In response, Rodgin Cohen, a lawyer for Fifth Third, contended that the coalition’s arguments lack merit and do not adhere to Federal Reserve regulations.
Market Implications and Analyst Perspectives
The Fifth Third-Comerica acquisition has garnered attention from industry analysts, many of whom view it as a strategic move that will expand Fifth Third’s commercial operations into growing markets like Texas. This acquisition could also address Comerica’s challenges in attracting and retaining retail business.
Spence has downplayed concerns regarding the ongoing legal challenges, asserting his confidence that the lawsuit will not impede the merger’s progress. He highlighted that the rapid pace of regulatory approvals this year is reflective of a shift toward a more merger-friendly environment under the current administration compared to previous years.
As the January vote approaches, the banking industry will be keenly observing the outcome of this significant transaction, which could reshape the competitive landscape in the sector. Should all approvals come through as planned, the merger could set a precedent for future deals in a rapidly evolving financial marketplace.
