30 . PENDING ACQUISITION On May 21, 2018, Fifth Third Bancorp and MB Financial, Inc. jointly announced the signing of a definitive merger agreement under which, on the terms and conditions set forth therein, MB Financial, Inc. (MB Financial) will merge with a subsidiary of Fifth Third Bancorp in a transaction valued at approximately $ 4.7 billion based on the closing price of Fifth Third Bancorps common shares on May 18, 2018. MB Financial is headquartered in Chicago, Illinois with reported assets of approximately $ 20 billio n as of September 30, 2018 and is the holding company of MB Financial Bank, N.A. In conjunction with the closing of the transaction, two members of MB Financials Board of Directors are expected to join the Fifth Third Bancorp Board. Under the terms of th e agreement, common shareholders of MB Financial will receive 1.45 shares of Fifth Third Bancorp common stock and $ 5.54 in cash for each share of MB Financial common stock, which had an implied value of $ 54.20 per share of MB Financial common stock, based on the closing price of Fifth Third Bancorps common shares on May 18, 2018. The exchange ratio of Fifth Third Bancorp common shares for MB Financial common shares is fixed and will not adjust based on changes in Fifth Third Bancorps share trading price. On September 18, 2018, MB Financial held a special meeting of stockholders at which MB Financial stockholders voted on proposals relating to the pending merger. MB Financials common stockholders approved the Common Stockholder Merger Proposal and the Char ter Amendment Proposal but an insufficient number of votes were received from MB Financials preferred stockholders to approve the Preferred Stockholder Merger Proposal. As a result, the merger will be completed through the Alternative Merger, the merger o f a newly-formed subsidiary of Fifth Third Bancorp with and into MB Financial, with MB Financial surviving that merger, as a subsidiary of Fifth Third Bancorp. Detailed voting results are provided in a Current Report on Form 8-K filed with the SEC on Septe mber 20, 2018 by MB Financial. The transaction remains subject to regulatory approval and the satisfaction of other customary closing conditions. The transaction is expected to close in the first quarter of 2019.