SHERIDAN, WYOMING - December 15, 2025 - HoldCo Asset Management says Comerica shareholders should vote against the proposed merger with Fifth Third at a special meeting scheduled for January 6, 2026, arguing the transaction undervalues Comerica and that rejecting the deal could improve shareholder outcomes with limited downside.
Activist investor challenges deal process and governance safeguards
HoldCo Asset Management, a Florida-based investment firm managing approximately $2.6 billion in regulatory assets under management, said it holds beneficial ownership of approximately 1.6% of Comerica's outstanding common stock and released a presentation titled "Why We Recommend Voting AGAINST The Proposed Merger and Our Litigation Update." The firm's case centers on how the transaction was negotiated and whether the board's process delivered maximum value for shareholders.
Vik Ghei and Misha Zaitzeff, Co-Founders of HoldCo, noted:
"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, shortly following reports that the board, including Farmer, may face an election contest. That process produced a price at the bottom of Fifth Third's initial exchange-ratio range, despite at least one approach from another large bank and without a truly independent committee or a genuine market check to address Mr. Farmer's significant conflicts of interest."
Valuation argument highlights relative economics versus peer bank deals
HoldCo's presentation also frames the exchange ratio and overall economics as favorable to Fifth Third when compared with other large-bank transactions. In its view, the structure and relative dilution profile point to an opportunity for Comerica shareholders to seek improved terms.
"Furthermore, while this year's four large-bank mergers have involved tangible book dilution and ~3-year stated earn-backs, Fifth Third suffers no dilution-highlighting an objectively bargain price for Fifth Third."
"Vote no" thesis: more leverage than shareholders may assume
A key plank of HoldCo's recommendation is the assertion that voting down the transaction does not necessarily end the possibility of a Fifth Third deal-while potentially increasing pressure to restructure and re-submit a more shareholder-favorable proposal. The firm argues that the merger agreement's obligations create leverage for Comerica owners if the current terms fail to pass.
"We are confident Comerica shareholders can do better by voting AGAINST this merger. The merger agreement does not permit Fifth Third simply to walk away; it requires both parties to use their reasonable best efforts to restructure and re-submit the transaction."
HoldCo also emphasizes what it views as asymmetric risk: in its framing, rejecting the merger could preserve optionality-either to renegotiate with Fifth Third or explore alternatives-without forcing an immediate value reset if a revised outcome can be pursued.
CEO incentives and timing are positioned as central shareholder considerations
HoldCo's critique extends beyond price into incentive alignment, focusing on potential executive outcomes relative to shareholder value maximization. The firm's presentation highlights perceived conflicts and argues shareholders should demand a higher price or superior alternative rather than accept terms it characterizes as unusually favorable to the acquirer and management.
"In our view, shareholders should not accept a deal that appears to reward a hand-picked 'white knight' acquirer with extremely CEO-friendly economics. Based on Comerica's own disclosures, Mr. Farmer could receive on the order of $140 million dollars over the next decade if this merger closes, versus only a small fraction of that amount if he were removed following a proxy contest at Comerica's 2026 Annual Meeting expected to be held in April 2026. That misalignment is precisely why we believe shareholders should insist on a higher price or a superior alternative transaction, rather than accepting a rushed deal that conveniently is expected to close at the end of the first quarter of 2026 and seems to prioritize the CEO's personal outcome over maximizing value for owners."
Litigation update and disclosure posture
HoldCo said its presentation includes an update on the firm's litigation opposing the deal and reiterated that it owns Comerica common stock and therefore has an economic interest in the price of the securities. The firm also referenced two prior presentations dated July 28, 2025 and November 17, 2025 as part of the broader campaign narrative.
For HoldCo's full presentation and voting rationale, visit https://holdcoam.co/CMA_Dec15.