Filed by Comerica Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Sterling Bancshares, Inc.
(Commission File No. 1-34768)
The following document is filed herewith pursuant to Rule 425 under the Securities Act of 1933:
| Slides presented to officers of Sterling Bancshares, Inc. on February 21, 2011 |
Any statements in this filing 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, outcome, continue, remain, maintain, trend, objective 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 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 presentation 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, shareholder 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, Comericas and Sterlings 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, shareholder 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 Comericas and Sterlings filings with the Securities and Exchange Commission (the 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 presentation 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.
In connection with the proposed merger transaction, Comerica has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of Sterling, and a preliminary Prospectus of Comerica, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 preliminary Proxy Statement/Prospectus, and, when it becomes available, 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 SECs Internet site (http://www.sec.gov). You will also 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 Sterlings website at www.banksterling.com under the tab Investor Relations and then under the heading SEC Filings.
Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the directors and executive officers of Comerica is set forth in the proxy statement for Comericas 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on January 27, 2011. Information about the directors and executive officers of Sterling is set forth in the proxy statement for Sterlings 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010 and on Forms 8-K filed with the SEC on June 25, 2010, July 12, 2010 and January 21, 2011. 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 above-referenced preliminary Proxy Statement/Prospectus and the definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.
Sterling Bank All Officer Meeting
February 21, 2011
Comerica Incorporated
Pat Faubion
President
Texas Market |
2
Safe Harbor Statement; Disclaimer
Any statements in this presentation 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,"
"outcome," "continue," "remain," "maintain,"
"trend," "objective" 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 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 presentation 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, shareholder 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, Comericas and
Sterlings 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, shareholder 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 Comericas and Sterlings
filings with the Securities and Exchange Commission. 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
presentation 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. Annualized, pro forma, projected
and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect
actual results. |
3
Comerica: A Brief Overview
Among the top 25 U.S. bank holding companies
Largest U.S. bank with corporate headquarters in Texas
$54 billion in assets
Founded over 160 years ago
Major lines of business include:
Major markets include:
Continued investments in growth markets
Strong capital position
At December 31, 2010
Business Bank
Wealth and Institutional Management
Retail Bank
Texas
Florida
California
Arizona
Michigan |
4
WIM
$410MM 15%
Retail Bank
$705MM 25%
Business
Bank
$1,673MM
60%
Our Core Businesses
2010 Full Year Revenue
By
Business
Segment
1
As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations
(FTE) including Finance & Other Businesses Business Bank
Wide spectrum of credit and non-
credit financial products, cash
management and international
trade services
Retail Bank
Personalized financial products &
services to consumers and small
businesses
Wealth & Institutional
Management (WIM)
Serves the needs of affluent
clients, foundations,
organizations and corporations
1 |
5
Florida
$57MM 2%
Int'l
$108MM 4%
Other Markets
$227MM 8%
Texas
$409MM 15%
Western
$774MM 28%
Midwest
$1,213MM
43%
Where We Operate
1
Source: The 2009 U.S. Census Bureau
2
As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations
(FTE) including Finance & Other Businesses; Geography based on office of
origination; Midwest includes: MI, OH, IL; Western includes: CA, AZ, NV, CO, WA; Other Markets include markets not
separately identified above in addition to businesses with a national
perspective Exporting our 162 year
relationship banking expertise
to high growth markets
Operate in seven of the eleven
largest U.S. cities
California, Arizona, Texas and
Florida expected to account for
over one-half of U.S.
population growth between
2000 and 2030
Geographic footprint diversifies
earnings mix
2010 Full Year Revenue
By Market Segment
2
1
1 |
6
Established: 1988
Largest U.S. bank with corporate
headquarters in TX
Average deposits
5
up 44% from FY06
National Specialty groups include:
Heavy Equipment
Energy
Acquisition of Sterling Bank
announced January 18, 2011
Diverse economy
Ranked
#2
in
the
US
by
State
GDP
1
Job growth rate for 2010 is 2.3%,
exceeding
the
national
average
of
0.9%
2
Home
prices
relatively
stable
Comerica Texas Economic Activity
Index
4
is 8% above the cycle low
1
Source: 2010 Bureau of Economic Analysis
2
Source: Bureau of Labor Statistics as of 12/31/10
3
FHFA Purchase Only Home Price Index
4
As of October 2010
5
Full-Year 2010 YTD average
Texas Market:
Prepared for Growth
TX Banking Centers and Period Avg Deposits ($Bn)
61
68
95
79
87
90
20
30
40
50
60
70
80
90
2005
2006
2007
2008
2009
2010
$2
$3
$4
$5
$6
TX Banking Centers
Deposits
3 |
7
Comerica Key Differentiators
Focused on growing and maintaining long-term relationships
Relationship Managers known for ingenuity, flexibility & responsiveness
Emphasis on having a clear understanding of our customers & their banking
needs Wide array of products and services
Community bank feel
Weathered credit cycle well relative to peers
Consistent credit standards
Granular portfolio
Main Street Bank
Well Positioned for Growth
Relationships are Priority One
Superior Credit Management
Size
Solid Capital Position
Regulatory Reform
Impact expected to be less than other
major banks
Quality of capital is strong |
8
Long-term Corporate Strategy
This strategy is based on 6
interdependent pillars
applied across 5
geographic markets
on behalf of Comericas 3
primary Business Divisions
Business
Bank
Retail Bank
Wealth
Management |
9
Relationships
Client focused, concentrated on growing and maintaining long-term
relationships
A platform that leverages our three Lines of Business to cross-sell
services
Long-tenured bankers, known for ingenuity, flexibility and
responsiveness
Community Bank service and focus (local execution)
Balance
Focused on balancing our geographic mix
Headquarters move to Dallas, Texas
51% of Banking Center Network in growth markets
Invest with a targeted presence in strong, growing markets
Long-term Corporate Strategy |
Growth
Measured investments in targeted markets and Lines of Business
Emphasis on Cross-sells across the Lines of Business
Emphasis on importance of deposit base
Risk Management
Maintain a strong, quality capital position
Active credit management
Proactive changes in credit exposure prior to the downturn
Enhanced Portfolio Analytics
Long-term Corporate Strategy
10 |
11
Diversity
Highly recognized by several diversity ranking publications
Focus on internal human capital and external supplier diversity
Accountability
Strategic guidelines for each Line of Business
Monthly financial reporting and forecasting
Focus on employee development and succession planning
Long-term Corporate Strategy |
12
Financial Highlights
$ in millions
1
See Supplemental Financial Data slides for reconciliation of non-GAAP financial
measures Pace of Loan Decline Slowed
4Q10
3Q10
4Q09
Average Total Loans
$39,999
$40,102
$42,753
Average Commercial Loans
21,464
20,967
21,971
Period-end Commercial Loans
22,145
21,432
21,690
Deposit Levels Strong
Average Core Deposits
$39,896
$38,786
$36,742
Average Noninterest-bearing deposits
15,607
14,920
14,430
Credit Quality Improvement Continued
Provision for Credit Losses
$54
$116
$259
Net Loan Charge-offs
113
132
224
Watch List
5,542
6,171
7,730
Solid Capital
Tier 1 Capital Ratio
10.13%
9.96%
12.46%
Tangible common equity ratio
10.54%
10.39%
7.99%
1 |
13
$ in millions
Credit Quality Positive Trends Continued
4Q10
3Q10
2Q10
1Q10
4Q09
Net credit-related charge-offs
to average total loans
$113
1.13%
$132
1.32%
$146
1.44%
$173
1.68%
$225
2.10%
Provision for Loan Losses
$57
$122
$126
$175
$256
Nonperforming assets
to total loans & foreclosed property
$1,235
3.06%
$1,311
3.24%
$1,214
2.98%
$1,251
3.06%
$1,292
3.06%
Nonperforming assets inflow
$180
$294
$199
$245
$266
Foreclosed property
$112
$120
$93
$89
$111
Loans past due 90 days or more
and still accruing
$62
$104
$115
$83
$101
Total Watch list loans
$5,542
$6,171
$6,651
$7,502
$7,730
We believe we will continue to see improving credit quality reflecting
positive migration trends with some variability quarter to quarter
|
14
108
91
62
86
36
60
40
140
148
162
87
110
73
72
$0
$100
$200
$300
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
4Q10
Positive trends in credit quality
resulted in significant decline in
the provision for loan losses
Allowance for credit losses of
$936MM
Decreased $59MM, reflecting
the positive trend in all credit
metrics, particularly the watch list
Allowance for loan losses to total
loans 2.24%
Allowance for loan losses to
nonperforming loans of 80%
Recoveries of $27MM, an
increase of $14MM
Loan Sales of $70MM, an
increase of $51MM
Provision for Loan Losses
Provision and Net Charge-offs
$ in millions; 4Q10 vs 3Q10
Credit Quality Positive Trends Continued
CRE Net Charge-Offs
Non CRE Net Charge-Offs
312
311
256
175
126
122
57 |
15
Credit Quality Ratios vs. Peers
0
2
4
6
8
2Q08
3Q08
4Q08
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
4Q10
Peer Range
Peer Average
CMA
Peer
Source:
SNL;
All
nonperforming
asset
ratios
exclude
HBAN
as
their figures were not reported
NCO ratio defined as annualized loans and leases charged off, net of recoveries, as
a % of average loans and leases NPA ratio defined as nonperforming assets /
(Gross loans +foreclosed assets) 0
2
4
6
8
2Q08
3Q08
4Q08
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Peer Range
Peer Average
CMA
Net Charge-off Ratio vs. Peers
Nonperforming Asset Ratio vs. Peers
Credit metrics amongst the best in our peer group
Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION
|
16
0%
2%
4%
6%
8%
10%
12%
4Q09
1Q10
2Q10
3Q10
4Q10
Strong Capital Ratios
Tier
I
Common
Capital
Ratio
1
Peer Median
Comerica
Among the best capitalized in
peer group
Quality of capital is solid
Tier 1 made up of 100% common
equity as of 10/1/10
Fully redeemed preferred stock
issued to U.S. Treasury in 1Q10
Redeemed $500MM of 6.57%
Trust Preferreds (TruPS) on
10/01/10
Doubled quarterly common stock
dividend to $0.10 per share
Authorized share and warrant
repurchases
Strong capital supports future
growth
Source: SNL Financial
Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION (4Q10 averages
exclude MI and MTB) 1
See Supplemental Financial Data slides for reconcilements of non-GAAP financial
measures |
17
Sterling Bank Acquisition
A Unique Opportunity
Accelerates Comericas growth strategy in Texas
Significantly boosts Texas presence with solid deposit base and well
located branch network
Houston deposit market share triples
Entry into San Antonio market
Complements Dallas-Fort Worth locations
Enhances growth opportunities with focus on Middle Market and Small
Business
Leverages additional marketing capacity to offer a wide array of
products and services through a larger distribution channel
Timely: economic, regulatory and market environment
Maintains strong pro forma capital position
Expect seamless integration: Manageable size within footprint
|
18
C&D $2.3B
6%
Residential
Mortgage &
Consumer
$3.9B 10%
C&I $24.3B
60%
CRE-Owner
Occupied
$7.8B 19%
CRE $1.9B
5%
Sterling Bank Acquisition
Opportunity to Leverage C&I Expertise
As of December 31, 2010; $Billions
CRE: Non-owner occupied Commercial Real Estate; C&I: Commercial and
Industrial includes Lease Financing and International Loans; C&D:
Construction and Development Residential
Mortgage &
Consumer
$0.4B 15%
C&I $0.6B
23%
C&D $0.2B 8%
CRE- Owner
Occupied
$0.6B 22%
CRE $1.0B
32%
Sterling Bank
$2.8B Loans
Comerica Bank
$40.2B Loans
Comerica Bank
Texas Market
$6.8B Loans
C&D $1.0B
14%
Residential
Mortgage &
Consumer
$0.4B 7%
C&I $4.3B
63%
CRE-Owner
Occupied
$0.8B 12%
CRE $0.3B 4% |
19
Sterling Bank Acquisition
Attractive Deposit Mix
Time
$0.7B 17%
Non-
interest
bearing
$1.3B 31%
Money
Market,
NOW &
Savings
$2.2B 50%
Brokered
CD
$0.1B 2%
Sterling Bank
$4.3B Deposits
As of 12/31/2010; $Billions
Money
Market,
NOW &
Savings
$2.3B 40%
Time $1.2B
22%
Non-
interest
bearing
$2.2B 38%
Money
Market,
NOW
&Savings
$19.0B 47%
Time $5.9B
15%
Non-interest
bearing
$15.6B 38%
Comerica Bank
$40.5B Deposits
Comerica Bank
Texas Market
$5.7B Deposits
4Q10 Interest-bearing deposit costs:
40 basis points
54 basis points
76 basis points |
20
Sterling Bank Acquisition
Expanding in Attractive Markets
Houston
San Antonio
Austin
Fort Worth
Dallas
Sterling Bank Branch
Comerica Banking Center
Source: SNL Financial as of 06/30/2010
Rank and share % data not provided for San Antonio Market as it includes branches
in Kerrville. San Antonio and Kerrville are not listed in SNL
Financial as a combined MSA 2
2
Deposits
Branches
$mm
Rank
Share %
Texas Market
CMA
94
5,230
10
1.18
SBIB
60
4,142
13
0.94
Pro forma
154
9,372
6
2.12
Houston MSA
CMA
34
1,389
12
1.15
SBIB
33
3,269
6
2.70
Pro forma
67
4,658
6
3.85
Dallas -
Fort Worth MSA
CMA
49
3,460
5
2.31
SBIB
13
266
45
0.18
Pro forma
62
3,726
5
2.49
Entry into San Antonio Market
CMA
0
0
SBIB
14
607
Pro forma
14
607
Austin MSA
CMA
11
381
11
1.66 |
21
Sterling Acquisition
Fits Comericas Main Street Bank Strategy
Accelerates growth in Texas urban markets
Nearly doubles branch presence in Houston
Entry into San Antonio market
#6 largest deposit market share in state
Financially attractive
Expect to be break even in first full year
and increasingly accretive
thereafter
Conservative assumptions (synergies and credit marks)
Price/Tangible Book Value of about 2.3x and deposit premium of about
17% --
fair value consistent with recent Texas healthy bank transactions
Expect seamless integration
Size: Manageable
Location: Within footprint
Culture: Business banking
Maintains strong capital position
Pro forma 12/31/10 Tier 1 Capital Ratio 10.0%
1
Pro forma as of 06/30/2010 based on SNL Financial data
2
First full-year assumed to be fiscal year 2012; Break even analysis excludes
merger and integration costs 1
2 |
22
Consistent strategy
Based on relationship banking model
Core businesses and geographies unchanged
Recession-tested business model
Expense management
Solid capital position
Investing to accelerate growth and balance
Banking center expansion in high growth markets
New and enhanced products and services
Expansion in Texas with pending Sterling Bancshares acquisition
Poised for the Future
Main Street Bank
Well Positioned for Growth |
23
The
Tier
1
common
capital
ratio
removes
preferred
stock
and
qualifying
trust
preferred
securities
from
Tier
1
capital
as
defined
by
and
calculated
in
conformity
with
bank
regulations.
The
tangible
common
equity
ratio
removes
preferred
stock
and
the
effect
of
intangible assets from capital and the effect of intangible assets from total
assets. The Corporation believes these measurements are meaningful measures
of capital adequacy used by investors, regulators, management and others to
evaluate the adequacy of common equity and to compare against other companies in the industry.
1
Regulatory Capital, Tier 1 Capital and risk-weighted assets as defined and
calculated in accordance with regulation. 12/31/10
9/30/10
6/30/10
3/31/10
12/31/09
Total Regulatory Capital
$8,651
$8,566
$9,001
$9,062
$10,468
Tier 1 capital
Less: Fixed rate cumulative perpetual preferred stock
Less: Trust preferred securities
$6,027
--
--
$5,940
--
--
$6,371
--
495
$6,311
--
495
$7,704
2,151
495
Tier 1 common capital
Risk-weighted assets
Tier 1 common capital ratio
6,027
59,506
10.13%
5,940
59,608
9.96%
5,876
59,877
9.81%
5,816
60,792
9.57%
5,058
61,815
8.18%
Total shareholders
equity
Less: Fixed rate cumulative perpetual preferred stock
Less: Goodwill
Less: Other intangible assets
$5,793
--
150
6
$5,857
--
150
6
$5,792
--
150
6
$5,668
--
150
7
$7,029
2,151
150
8
Tangible common equity
$5,637
$5,701
$5,636
$5,511
$4,720
Total assets
Less: Goodwill
Less: Other intangible assets
$53,667
150
6
$55,004
150
6
$55,885
150
6
$57,106
150
7
$59,249
150
8
Tangible assets
$53,511
$54,848
$55,729
$56,949
$59,091
Tangible common equity ratio
10.54%
10.39%
10.11%
9.68%
7.99%
1
1
Supplemental Financial Data
Reconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in
millions) |
24
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 preliminary Proxy Statement of Sterling, and a
preliminary Prospectus of Comerica, as well as other relevant documents concerning the
proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE 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 preliminary Proxy Statement/Prospectus, and, when it becomes available, 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 SECs Internet site
(http://www.sec.gov). You will also 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 Sterlings website at www.banksterling.com
under the tab Investor Relations and then under the heading SEC
Filings. Comerica and Sterling and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Sterling in connection
with the proposed merger. Information about the directors and executive officers of Comerica is
set forth in the proxy statement for Comericas 2010 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on
January 27, 2011. Information about the directors and executive officers of Sterling is set
forth in the proxy statement for Sterlings 2010 annual meeting of shareholders, as filed
with the SEC on a Schedule 14A on March 5, 2010 and on Forms 8-K filed with the SEC on
June 25, 2010, July 12, 2010 and January 21, 2011. 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 above-referenced preliminary Proxy Statement/Prospectus and the
definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of these documents may be obtained as described in the preceding
paragraph. |