Market Overview

Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial


Expects to close on March 22, 2019

Fifth Third Bancorp (NASDAQ:FITB) and MB Financial, Inc. (NASDAQ:MBFI)
jointly announced today that Fifth Third Bancorp has received all
necessary regulatory approvals for completion of the transactions
contemplated in the companies' merger agreement dated May 20, 2018. The
merger received the necessary approvals from MB Financial common
stockholders in September 2018.

This press release features multimedia. View the full release here:

Subject to the completion of the remaining customary closing conditions,
it is anticipated that the closing of the transaction will take place on
March 22, 2019. Primary systems conversion is expected to occur in early
May 2019, and MB Financial Bank customers will receive notifications
relating to the conversion and the merger of the two banks.

At present, the Chicago deposit market share of the combined company
would rank it third in estimated retail deposits among the nearly 200
banks in the local marketplace. Additionally, approximately 1 in 5
Chicago area middle market businesses will bank with the combined

"We are very pleased to receive the regulatory approvals," said Greg D.
Carmichael, chairman, president and CEO of Fifth Third Bancorp. "From
the outset, we have viewed MB Financial as a unique partner in our
efforts to build scale in this strategically important market. We are
very excited about the future prospects for the combined company."

Mitch Feiger, president and CEO of MB Financial, Inc. will assume the
role of chairman and CEO for Fifth Third's Chicago region, effective
with the closing. He said, "We look forward to completing the merger. I
appreciate all of the work that has gone into our planning efforts. We
have placed the customer at the center throughout this process to help
ensure a smooth transition. We are excited to fully leverage the
combined talent of our organizations and our complementary capabilities
for the benefit of our customers and the communities we serve."

Fifth Third acknowledged its expanding presence in the Chicago area by
increasing its commitment to the area by $2 billion, after consultation
with its local Community Advisory Forum. Fifth Third now plans to invest
$5.6 billion in the Chicago area for the period 2016 through 2020,
including mortgage credit access, small business loans and investments,
community development loans, and Community Development Corporation (CDC)

About Fifth Third Bancorp (NASDAQ:FITB)

Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. As of December 31, 2018, the Company
had $146 billion in assets and operates 1,121 full-service Banking
Centers, and 2,419 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 52,000 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 December 31, 2018,
had $356 billion in assets under care, of which it managed $37 billion
for individuals, corporations and not-for-profit organizations through
its Trust and Registered Investment Advisory businesses. Investor
and press
can be viewed at
Fifth Third's common stock is traded on the Nasdaq® Global Select Market
under the symbol "FITB."

About MB Financial, Inc. (NASDAQ:MBFI)

MB Financial Inc. is the Chicago-based holding company for MB Financial
Bank, which has approximately $20 billion in assets and a more than one
hundred year history of building deep and lasting relationships with
middle-market companies and individuals. MB offers a full range of
powerful financial solutions and the expertise and experience of bankers
who are focused on their clients' success. Learn more about MB
Financial, Inc. at


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

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 (
You will also be able to obtain these documents, free of charge, from
Fifth Third Bancorp at or from MB Financial, Inc. by accessing
MB Financial, Inc.'s website at

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
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

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, 2018 and its Proxy Statement on Schedule 14A,
dated March 6, 2019, 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.


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
meet closing conditions to the merger; 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.

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