Fifth Third Bancorp · NASDAQ:FITB
Fifth Third Bancorp — Merger or Acquisition (May 2007)
16 slides from Fifth Third Bancorp's merger presentation, May 21, 2007
Slide 1: Acquisition of Crown Bank
Exhibit 99.2 Acquisition of Crown Bank May 21, 2007 Fifth Third Bank | All Rights Reserved
Slide 2: Transaction summary
Transaction summary Consideration/ $288 million in cash to R-G Financial, Crown Bank assumption of $50 million in TRUPs Expected divestitures None Timing Expected closing 4Q07 Required approvals Standard regulatory approvals Approved by Fifth Third, R-G Financial boards Due diligence Conducted March
Slide 3: Significant enhancement to Florida franchise
Significant enhancement to Florida franchise Expands presence in Orlando and Tampa; creates position in attractive Jacksonville and Georgia markets th th – Moves Fifth Third from 10 to 7 in Orlando deposit market share and th th from 9 to 5 in Tampa Transaction th – 9 branches (9 share) in Jacksonvi
Slide 4: Crown Bank
Crown Bank R-G Crown established with R-G Financial purchase of Crown Bank in 2002 Subsequent purchase of 18 branches divested in Wachovia/SouthTrust merger Very attractive demographics — 33 branch network (30 in Florida, 3 in Augusta, GA) — Generates high scores in FITB de novo model — Weighted ave
Slide 5: Snapshot of Florida retail franchise
Snapshot of Florida retail franchise Market Demographics Crown Franchise Projected Crown Projected Household Household Crown Market Percent Bank Population Population Income Income Bank Deposits ($ Share Share of Total MSA Growth Growth Growth Growth MSA Branches in Millions) (%) Rank (%) Orlando 23
Slide 6: Accelerates momentum in high-growth Florida market
Accelerates momentum in high-growth Florida market Branch locations enhance Fifth Third’s existing Florida franchise — Footprint centered in key Florida demographic areas — Strong fit with existing network (only two consolidations currently expected, one relocation replaced) Three branches in Georgi
Slide 7: Transaction Comparables
Transaction Comparables Price/ Price/ Price/ Price/ Core Dep. Bank/ Deal Branch Book Tangible Assets Prem. Transaction Buyer Name Seller Name Thrift Value $MM % Book % % % Date Banco de Sabadell TransAtlantic Bank B $ 175 $ 25 349 349 30 43 1/24/2007 Colonial BancGroup Commercial Bankshares B $ 317
Slide 8: Financial assumptions
Financial assumptions Earnings assumptions rd Profitability Business plan 1 produces ROA equal to 60% of 5/3 Florida operations in 2008, 85% in 2009, and 100% in 2010. Earnings growth after 2010 at 5/3rd consensus growth rate of 10%. Asset growth None in 2008 and 2009 (commercial and consumer loan g
Slide 9: EPS accretive transaction
EPS accretive transaction Crown Bank earnings contribution ($ in millions after-tax) 2008E 2009E 2010E Crown projected cash earnings¹ 20 29 36 Funding of purchase price/one-time costs² ( 15) ( 15) ( 15) Crown cash basis earnings contribution¹ $ 5 $ 14 $ 21 New CDI amortization³ ( 5) ( 4) ( 4) 4 Crow
Slide 10: Strong transaction economics
Strong transaction economics IRR on Crown Bank purchase ($ in millions) IRR/ 2007 2008 2009 2010 2011 2012 NPV6 Cash purchase price ( $288) Assumption of TRUPs ( $50) After-tax cash one-times ( 30) Excess capital less loan marks¹ 0 Capital to fund asset growth² 0 0 (15) (16) (18) Crown cash income³
Slide 11: One-time merger-related costs
One-time merger-related costs Expect total one-time cash costs of $48 million pre-tax or $30 million after-tax¹ Estimated recognition of cash costs — All assumed to be realized in 2007 through purchase accounting adjustments, although some portion will be realized in 2008 and a small portion may be
Slide 12: Achievable expense efficiencies
Achievable expense efficiencies Expect annual expense efficiencies of $24 million pre-tax ($15 million after-tax) — 37% of R-G Crown 1Q07 annualized expense base — Expect to realize 75% in 2008; 100% in 2009 Reductions primarily in headquarters, back-office and redundant systems — Branch network fol
Slide 13: Significant revenue opportunity
Significant revenue opportunity Re-mix of Crown core deposit base — Transaction deposits represent 43% of Crown’s core deposits, 79% of Fifth Third Florida — Fifth Third Bank AA debt ratings vs. Crown Bank’s BB ratings Re-mix of Crown loan book — 70% of Crown loan book residential mortgages vs. 23%
Slide 14: Financial highlights - combined
Financial highlights - combined As of March 31, 2007 Fifth Third Crown Combined Assets 99,824 3,018 102,842 Loans and leases 74,821 2,443 77,264 Core deposits 60,726 1,335 62,061 1 Shareholders equity 9,804 389 9,804 1 Tangible common equity 7,454 225 7,271 Nonperforming assets 494 43 537 Net charge
Slide 15: Summary
Summary Unique opportunity to expand Florida franchise — Accelerates plans for Orlando and Tampa — Adds Jacksonville platform — Ability to build de novo branches in Georgia Very attractive pricing relative to recent Florida transactions rd — Meaningful contribution to 5/3 EPS and Florida presence fo
Slide 16: Cautionary statement
Cautionary statement This report may contain forward-lookingstatements about Fifth Third Bancorp and/or the company as combined acquired entities within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act
Fifth Third Bancorp — Merger or Acquisition (May 2007) on 6ix