DALLAS, July 13, 2011 /PRNewswire/ --
Comerica Incorporated (NYSE: CMA) ("Comerica") today announced that
its application to acquire Sterling Bancshares, Inc. (Nasdaq: SBIB)
("Sterling") has been approved by the Board of Governors of the
Federal Reserve System. The Texas Department of Banking has
also approved Comerica's acquisition of Sterling. Subject to the
terms and conditions of the merger agreement, and following the
expiration of the required 15-day Department of Justice waiting
period associated with the Federal Reserve Board's approval order,
Comerica expects that the closing of the acquisition will be
effective as of 12:01 a.m. CT on
July 28, 2011.
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Under terms of the agreement, announced on January 18, 2011, each outstanding share of
Sterling will be exchanged for 0.2365 shares of Comerica stock at
closing, subject to payment of cash in lieu of fractional
shares.
As previously announced by Sterling, its shareholders approved
the merger with Comerica on May 5,
2011.
"We continue to be excited about the opportunity to
significantly boost our Texas
presence with the acquisition of Sterling," said Ralph W. Babb Jr., chairman and chief executive
officer, Comerica Incorporated and Comerica Bank. "Sterling's
branch network is very appealing, and the bank has a very
attractive deposit base. We believe these positive attributes
give us the ability to leverage additional marketing capacity to
offer a wide array of products through a larger distribution
network, particularly to middle market companies and small
businesses. We are pleased with the timing of this
acquisition as we are gaining momentum in our Texas market. We anticipate a smooth and
seamless transition. The more work we do and the better we get to
know Sterling, the more confident we are in the fit of our two
organizations. We look forward to welcoming Sterling customers and
employees to Comerica as we begin this new chapter in our
Texas banking history."
About Comerica
Comerica Incorporated is a financial services company
headquartered in Dallas, Texas,
and strategically aligned by three business segments: The Business
Bank, The Retail Bank, and Wealth & Institutional Management.
Comerica focuses on relationships, and helping people and
businesses be successful. In addition to Dallas-Fort Worth, Houston and Austin,
Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in
several other states, as well as in Canada and Mexico. Comerica reported total assets of
$55.0 billion at March 31, 2011. To receive e-mail alerts of
breaking Comerica news, go to
http://www.comerica.com/newsalerts.
Forward-looking Statements
Any statements in this news release that are not historical
facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipates," "believes," "feels," "expects," "estimates,"
"seeks," "strives," "plans," "intends," "outlook," "forecast,"
"position," "target," "mission," "assume," "achievable,"
"potential," "strategy," "goal," "aspiration," "opportunity,"
"initiative," "outcome," "continue," "remain," "maintain," "trend,"
"objective," "pending," "looks forward" and variations of such
words and similar expressions, or future or conditional verbs such
as "will," "would," "should," "could," "might," "can," "may" or
similar expressions, as they relate to Comerica, Sterling, the
proposed transaction with Sterling or the combined company
following the transaction often identify forward-looking
statements. These forward-looking statements are predicated on the
beliefs and assumptions of management based on information known to
management as of the date of this news release and do not purport
to speak as of any other date. Forward-looking statements may
include descriptions of the expected benefits and costs of the
transaction; forecasts of revenue, earnings or other measures of
economic performance, including statements of profitability,
business segments and subsidiaries; management plans relating to
the transaction; the expected timing of the completion of the
transaction; the ability to complete the transaction; the ability
to obtain any required regulatory or other approvals; any
statements of the plans and objectives of management for future or
past operations, products or services, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Such
statements reflect the view of management as of this date with
respect to future events and are subject to risks and
uncertainties. Should one or more of these risks materialize or
should underlying beliefs or assumptions prove incorrect, actual
results could differ materially from those anticipated by the
forward-looking statements or historical results. Factors
that could cause or contribute to such differences include, but are
not limited to, the possibility that expected benefits may not
materialize in the timeframe expected or at all, or may be more
costly to achieve; that the transaction may not be timely
completed, if at all; that prior to the completion of the
transaction or thereafter, Comerica's and Sterling's respective
businesses may not perform as expected due to transaction-related
uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; that required
regulatory or other approvals are not obtained or other closing
conditions are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies' customers to
the transaction; diversion of management time on merger-related
issues; and those factors referenced in Comerica's and Sterling's
filings with the Securities and Exchange Commission ("SEC").
Forward-looking statements speak only as of the date they are made.
Comerica and Sterling do not undertake to update forward-looking
statements to reflect facts, circumstances, assumptions or events
that occur after the date the forward-looking statements are made.
For any forward-looking statements made in this news release or in
any documents, Comerica and Sterling claim the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Additional Information for Shareholders
In connection with the proposed merger transaction, Comerica has
filed with the SEC a Registration Statement on Form S-4 that
includes a Proxy Statement of Sterling and a Prospectus of
Comerica, and Sterling mailed the definitive Proxy
Statement/Prospectus to its shareholders on or about April 6, 2011. Each of Comerica and Sterling may
file other relevant documents concerning the proposed transaction.
SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
A free copy of the definitive Proxy Statement/Prospectus, as
well as other filings containing information about Comerica and
Sterling, may be obtained at the SEC's Internet site
(http://www.sec.gov). You may be able to obtain these documents,
free of charge, from Comerica at www.comerica.com under the tab
"Investor Relations" and then under the heading "SEC Filings" or
from Sterling by accessing Sterling's website at
www.banksterling.com under the tab "Investor Relations" and then
under the heading "SEC Filings."
SOURCE Comerica Incorporated