UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule
14a-6(g)
NAME OF REGISTRANT: Comerica Incorporated
NAME OF PERSONS RELYING ON EXEMPTION: HoldCo
Asset Management, LP, HoldCo Opportunities Fund V, L.P., VM GP X LLC, VM GP II LLC, Michael Zaitzeff, and Vikaran Ghei (collectively,
“HoldCo”)
ADDRESS OF PERSON RELYING ON EXEMPTION: 515
East Las Olas Blvd., Suite 1010, Fort Lauderdale, Florida 33301
WRITTEN MATERIALS: The
following written materials are attached:
Press Release, dated December
22, 2025
Presentation, dated December 22,
2025, attached hereto as Exhibit 1
* * *
Written materials
are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority
to vote any proxy. HoldCo is not asking for your proxy card and will not accept proxy cards if sent.
The cost of this filing is being borne entirely by HoldCo.
PLEASE NOTE: HoldCo
is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.
(Written
material follows on next page)
HOLDCO ASSET MANAGEMENT RELEASES PRESENTATION
TO THE BOARD OF DIRECTORS OF COMERICA INC.
Believes the Company’s Revised
Disclosures Underscore the Board’s Failure to Run a Comprehensive Review Process Aimed at Maximizing Value
Highlights that Updated Disclosures
Confirm HoldCo’s Concerns That Sale Process Was Rushed and Designed to Neutralize Potential Proxy Contest
Continues to Believe There is Limited
Downside To Voting Against the Merger
FORT LAUDERDALE, Fla., Dec. 22, 2025 - Today,
HoldCo Asset Management, LP (“HoldCo”), a Florida-based investment firm managing approximately $2.6 billion in regulatory
assets under management, released a presentation to the Board of Directors of Comerica Inc. entitled “When The Bank Was Healthy
But The Board Got Scared.”
The presentation may be found at the following
link:
https://holdcoam.co/CMA_Dec22
Vik Ghei and Misha Zaitzeff, Co-Founders of
HoldCo, noted:
“We continue to recommend that shareholders
vote ‘NO.’
On December 18, Comerica amended its Proxy
Statement to add roughly 2,200 words of new “Background of the Mergers” disclosure—a 77% increase—that, in our
view, corrects a previously misleading and scant description of the process.
The supplemental disclosures demonstrate to
us that the timing of the sales process—designed to neutralize a proxy contest—and Mr. Farmer’s personal compensation
package, rather than shareholder value maximization, were the primary drivers of the transaction. Comerica’s Board repeatedly stressed
timing concerns in the face of HoldCo’s pending proxy fight, looking to ward off an imminent board refresh and the possible termination
of the CEO, the same individual responsible for solely negotiating the sale process.
Only 17 days elapsed between the initial merger
discussion and execution of the merger agreement. This is, by a wide margin, the fastest bank merger timeline since the 2008 global financial
crisis.
Critically, the supplemental disclosures also
show that the Board ultimately rejected alternative proposals, including from ‘Institution A,’ which involved an expedited—but
apparently not quite fast enough—timeline that would not have foreclosed the proxy contest and contemplated the possibility of a
transitional post-closing employment role for Mr. Farmer. Instead, the Board chose Fifth Third’s much faster timeline and its more
appealing offer for Mr. Farmer, including a rich compensation package and a Vice Chairman position, and did not return to Institution
A to solicit an improved proposal.
Most importantly, we continue to believe the
downside to voting down the merger is limited. A ‘NO’ vote does not, by itself, terminate the transaction, nor does it permit
either party to immediately walk away. Under the merger agreement, Comerica and Fifth Third are required to use their reasonable best
efforts to restructure and resubmit the transaction. Given the unprecedented nature of a transaction with no tangible book value dilution,
we believe there is substantial room for improvement—either from Fifth Third or from a third party—should shareholders reject
the current terms.”
As ISS itself states (emphasis added)1:
“It is important to establish that disclosure
in the initial proxy statement was limited and did not provide shareholders with sufficient information. For instance, the disclosure
lacked specific details regarding the initial valuation ranges provided by FITB and Financial Institution A, the depth of the board’s
understanding of potential counterparties and their abilities to execute a transaction, and the extent of due diligence conducted by CMA
and FITB over a compressed timeline...”
“In certain cases, staged disclosure
of key information through supplemental filings could provide shareholders with a reason to question other aspects of a transaction…”
“The dissident deserves credit for its
campaign. To begin with, a review of the timeline suggests that the dissident’s call for CMA to consider a sale and its intention
to run a proxy fight may have been catalysts that prompted the board to evaluate a transaction. In addition, the dissident rightly
called for the board to provide additional disclosure, which CMA has since filed. This additional disclosure answered important
questions about the advisability of the transaction. All of this is to say that it appears the dissident’s campaign pushed
an underperforming bank to explore a sale...”
Vik Ghei and Misha Zaitzeff further noted:
“While we believe ISS erred in recommending
the merger—placing excessive weight on headline share-price premium and insufficient weight on CMA’s clear undervaluation
based on standard merger metrics—we appreciate ISS’s acknowledgment that additional disclosure was required and, critically,
that HoldCo’s campaign was likely the reason the sale process occurred at all.
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.”
In the presentation, HoldCo disclosed that
it owns common stock of Comerica Inc. (NYSE: CMA) and consequently has an economic interest in the price of these securities.
About HoldCo Asset Management, LP
HoldCo Asset Management, LP is an investment
adviser located in Fort Lauderdale, Florida. HoldCo was founded by Vik Ghei and Misha Zaitzeff. HoldCo currently has approximately $2.6
billion of regulatory assets under management.
Disclaimer
As of the publication date of this report,
a fund managed by HoldCo has a long position in Comerica Inc. through ownership of its common stock. HoldCo may change its views about
its investment positions in Comerica Inc. at any time, for any reason or no reason, and at any time may change the form or substance of
any of its related or unrelated investment positions. If it does so, it will not be under obligation to inform anyone and does not intend
to do so unless required by law.
1 Permission to quote neither sought nor obtained.
All content in this press release and referenced
presentations represent the opinions of HoldCo and are for discussion and general information purposes only. HoldCo has obtained all information
herein from publicly available sources, and such information is presented “as is,” without warranty of any kind whether express
or implied. All data and other information are not warranted as to completeness or accuracy and reflect HoldCo’s views as of this
date, all of which are accordingly subject to change without notice.
This document is not intended to be, nor should
it be construed as, a marketing or solicitation vehicle for HoldCo or any fund managed by HoldCo, and it is not investment advice, an
investment recommendation, or an offer to buy or sell or the solicitation of an offer to buy or sell any securities, including without
limitation any interests in a fund managed by and/or associated with HoldCo. Any offer or solicitation may only be made pursuant to a
private placement memorandum, agreement of limited partnership, or similar or related documents, which will only be provided to qualified
offerees and should be reviewed carefully and in their entirety by any such offerees prior to making or considering a decision to invest
in any HoldCo managed fund.
The information contained in this document
may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical
fact. These forward-looking statements may turn out to be wrong and can be affected by inaccurate assumptions or by known or unknown risks,
uncertainties and other factors. There can be no assurance that forward-looking statements will materialize or that actual results will
not be materially different than those presented.
This is not a solicitation of authority
to vote your proxy. Do not send us your proxy card. HoldCo is not asking for your proxy card and will not accept proxy cards if sent.
HoldCo is not able to vote your proxy, nor does this communication contemplate such an event.
