HoldCo Asset Management Advocates for Comerica Shareholders to Reject Fifth Third Merger Agreement

HoldCo Asset Management's Presentation on Comerica-Merger

In a significant move, HoldCo Asset Management, based in Florida and managing approximately $2.6 billion in assets, has publicly urged Comerica Inc. shareholders to oppose the proposed Fifth Third merger. In their presentation dated December 15, 2025, HoldCo asserted that the merger undervalues Comerica and lacks adequate negotiation integrity, prompting concerns among shareholders.

The special meeting to vote on this transaction is slated for January 6, 2026. HoldCo’s co-founders, Vik Ghei and Misha Zaitzeff, emphasize that the merger agreement has been formed through a rushed process. They claim that the negotiations were essentially conducted by CEO Curtis Farmer, allegedly motivated by his own financial gain rather than the best interests of the shareholders. Reports indicate that the merger agreement allows Farmer an astonishing $140 million payout over the next decade, underscoring the conflict of interest.

HoldCo articulated its belief that the terms being offered are unreasonably low, especially considering another bank had shown interest in potentially acquiring Comerica. The presentation highlighted that Fifth Third's deal seemed to favor CEO Curtis Farmer significantly, further straining shareholder trust and calling into question the true value of the merger.

In defense of their recommendation, HoldCo outlined that the merger as proposed gives Fifth Third an advantageous negotiating position, effectively locking Comerica into unfavorable terms. Ghei and Zaitzeff assert that shareholders should be vigilant and push back against any agreement they deem inadequate, especially when there are indications of better proposals in the marketplace that could emerge if this merger does not go through.

Thus far, holdCo has maintained its stake in Comerica by owning around 1.6% of its outstanding common stock, therefore highlighting its vested interest in the company's financial future. The company has also previously communicated its objections concerning the merger through two earlier presentations.

The implications of this situation are far-reaching: for shareholders, the outcome of the upcoming vote could dictate whether they are rewarded fairly for their investments or sidelined by a deal that benefits a select few.

This presentation is not only a call to action against the merger but also a reflection of the ongoing challenges that shareholders face when it comes to corporate governance and management interests. HoldCo continues to stress the importance of aligning executive decisions with shareholder value, urging others in the investment community to adopt a critical stance when their interests are at stake.

In conclusion, HoldCo’s passionate plea represents a growing concern amongst shareholders regarding corporate mergers and the importance of safeguarding shareholder value against executive pressures. The upcoming special meeting will be crucial for shareholders looking to assert their influence and demand a fair valuation for their shares.