HoldCo Urges Comerica (CMA) Shareholders to Vote No for Potential Merger with Fifth Third Bank

Comerica Incorporated (NYSE:CMA) is one of the new stocks David Tepper has bought. As of December 29, the average price target for CMA suggests a 4% downside; however, the Street high indicates an 11% upside. David Tepper added Comerica to his third-quarter portfolio by purchasing 462,500 shares of the company, amounting to $31.7 million.

On December 22, HoldCo Asset Management released a presentation called "When The Bank Was Healthy But The Board Got Scared", aimed at the board of directors of Comerica. In this presentation, HoldCo reprimanded the bank for its potential merger with Fifth Third Bank, which was announced in October 2025 as a $10.9 billion all-stock deal. HoldCo advised Comerica shareholders to vote against the merger, noting that the transaction timeline does not allow time for a proxy fight. Moreover, the compensation package of Curtis Farmer, Comerica’s Chairman, President, and CEO, is the underlying motivator for this merger, rather than optimizing shareholder value, according to HoldCo. The firm noted that this merger is one of the fastest executions in banking history since 2008, in order to avoid board shuffling and the likely CEO dismissal.

HoldCo also pointed out that Comerica rejected a merger proposal by ‘Institution A’ and did not negotiate different terms, because the timeline was longer and would have resulted in Mr. Farmer’s position being threatened at the company. HoldCo told CMA shareholders that voting no will not prevent the merger, but it will force Comerica and Fifth Third Bank to offer better terms.

Vik Ghei and Misha Zaitzeff, HoldCo Co-Founders, further added:

“Accordingly, we continue to recommend a 'NO' vote—a decision with limited downside and a meaningful likelihood of achieving a substantially higher valuation for shareholders. Our July analysis, using standard 3-year TBV earn back metrics from recent bank deals and updated for Fifth Third's current stock price, suggests fair value for Comerica in a sale could approach $120 per share, materially above today's implied consideration."

Comerica Incorporated (NYSE:CMA) is a financial services company that operates through three main segments: Commercial Bank, Retail Bank, and Wealth Management.

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