No changes to capital actions from original
submission through 2Q 2019
Fifth Third Bancorp (Nasdaq: FITB) announced today that the
Board of Governors of the Federal Reserve System (“the Federal
Reserve”) did not object to Fifth Third’s Resubmitted Capital Plan
for potential capital actions through June 30, 2019.
On May 21, 2018, Fifth Third announced an agreement to merge
with MB Financial, Inc. Because of the transaction, the Federal
Reserve required Fifth Third to resubmit its CCAR plan recognizing
the pro forma impact of the combined Fifth Third MB Financial
post-merger entity.
The capital actions in Fifth Third’s Resubmitted Capital Plan
through June 30, 2019 remain unchanged compared to the originally
submitted 2018 CCAR plan. Through December 2018, Fifth Third has
executed approximately $900 million of $1.81 billion in share
repurchases authorized under the 2018 CCAR process. Additionally,
Fifth Third continues to have the authorization to increase the
common dividend to $0.24 beginning 2Q 2019.
Fifth Third’s Bank Holding Company application and the Bank
Merger Act application related to its merger with MB Financial are
subject to the final approval by the Board of Governors of the
Federal Reserve System.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. As of September 30, 2018, the
Company had $142 billion in assets and operates 1,152 full-service
Banking Centers, and 2,443 Fifth Third branded ATMs in Ohio,
Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West
Virginia, Georgia and North Carolina. In total, Fifth Third
provides its customers with access to approximately 53,000 fee-free
ATMs across the United States. Fifth Third operates four main
businesses: Commercial Banking, Branch Banking, Consumer Lending,
and Wealth & Asset Management. Fifth Third is among the largest
money managers in the Midwest and, as of September 30, 2018, had
$376 billion in assets under care, of which it managed $38 billion
for individuals, corporations and not-for-profit organizations
through its Trust and Registered Investment Advisory businesses.
Investor information and press releases can be viewed at
www.53.com. Fifth Third’s common stock is traded on the NASDAQ®
Global Select Market under the symbol “FITB.”
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, Fifth Third Bancorp has
filed with the SEC a Registration Statement on Form S-4 that
includes the Proxy Statement of MB Financial, Inc. and a Prospectus
of Fifth Third Bancorp, as well as other relevant documents
concerning the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE 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 WILL CONTAIN IMPORTANT
INFORMATION.A free copy of the Proxy Statement/Prospectus, as well
as other filings containing information about Fifth Third Bancorp
and MB Financial, Inc., may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Fifth Third Bancorp at ir.53.com or
from MB Financial, Inc. by accessing MB Financial, Inc.’s website
at investor.mbfinancial.com. Copies of the Proxy
Statement/Prospectus can also be obtained, free of charge, by
directing a request to Fifth Third Investor Relations at Fifth
Third Investor Relations, MD 1090QC, 38 Fountain Square Plaza,
Cincinnati, OH 45263, by calling (866) 670-0468, or by sending an
e-mail to ir@53.com or to MB Financial, Attention: Corporate
Secretary, at 6111 North River Road, Rosemont, Illinois 60018, by
calling (847) 653-1992 or by sending an e-mail to
dkoros@mbfinancial.com.Fifth Third Bancorp and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of MB Financial, Inc. in respect of the transaction described in
the Proxy Statement/Prospectus. Information regarding Fifth Third
Bancorp’s directors and executive officers is contained in Fifth
Third Bancorp’s Annual Report on Form 10-K for the year ended
December 31, 2017 and its Proxy Statement on Schedule 14A, dated
March 6, 2018, which are filed with the SEC. Information regarding
MB Financial, Inc.’s directors and executive officers is contained
in its Proxy Statement on Schedule 14A filed with the SEC on April
3, 2018. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger. Free copies of
this document may be obtained as described in the preceding
paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Fifth Third Bancorp’s and MB
Financial, Inc.’s expectations or predictions of future financial
or business performance or conditions. Forward-looking statements
are typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking statements.
Actual results may differ materially from current projections.In
addition to factors previously disclosed in Fifth Third Bancorp’s
and MB Financial, Inc.’s reports filed with or furnished to the SEC
and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: the ability to obtain regulatory approvals and meet
other closing conditions to the merger, including the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger; difficulties and delays in integrating the
businesses of MB Financial, Inc. or fully realizing cost savings
and other benefits; business disruption following the merger;
changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer acceptance of Fifth Third Bancorp’s
products and services; customer borrowing, repayment, investment
and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181228005119/en/
Chris Doll (Investors)(513) 534-2345
Larry Magnesen (Media)(513) 534-8055
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