No changes to capital actions from original submission through 2Q 2019
Fifth Third Bancorp 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/
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