Fifth Third Bancorp and Advent International Announce Closing of Processing Joint...

Fifth Third Bancorp and Advent International Announce Closing of Processing
Joint Venture Transaction

Business Well Positioned for Future Growth

CINCINNATI and BOSTON, June 30 /PRNewswire/ -- Fifth Third Bancorp (Nasdaq:
FITB) and Advent International announced today the consummation of their joint
venture transaction for Fifth Third's processing business. Advent is
purchasing an approximate 51% interest in Fifth Third's merchant acquiring and
financial institutions businesses, most of the assets and operations of which
are held by a limited liability company ("the LLC"). The transaction is valued
at approximately $2.35 billion before valuation adjustments by either party.
Fifth Third will retain an approximate 49% interest in the LLC, and will also
retain its credit card issuing business, which includes retail credit card and
commercial multi-card services.

"We believe we are very well positioned for the future," said Charles Drucker,
CEO of Fifth Third Processing Solutions, LLC. "Our clients will maintain the
same industry-leading platform as before, working with the same team,
delivering the same high caliber client service they are accustomed to.
Reaction to this transaction from our clients has been very favorable, and our
employees are also excited about the future of this company."

"Fifth Third Processing Solutions has a highly efficient model and an
experienced management team, and we are excited about the opportunity to
invest in the growth of this business," said Chris Pike, a Managing Director
at Advent. "We believe that our international relationships, sector experience
and operational expertise, coupled with Fifth Third's sales and distribution
capabilities, will make for a successful partnership."

"Today's closing begins a new chapter for this business and Fifth Third," said
Kevin T. Kabat, Chairman, President and CEO of Fifth Third Bancorp. "This
completes the capital plan we laid out in June of 2008, and enables us to
focus more fully on leveraging the opportunities of the processing business
with Advent and of our other businesses. We are pleased to be able to continue
to participate in the future growth of Fifth Third Processing Solutions."

Fifth Third will recognize a pre-tax gain of approximately $1.7 billion ($1.0
billion after-tax) on the transaction. The transaction is expected to
contribute an estimated $1.2 billion in Tier 1 common equity, and to enhance
the Tier 1 common equity ratio by approximately 100 bps and the Tier 1 capital
ratio by approximately 95 bps.

Advent has been investing in the financial services sector for over 20 years,
and has backed more than 25 companies worldwide in a broad range of
sub-sectors, including payments, transaction processing, and financial
technology. Advent has made several investments of particular relevance to
Fifth Third Processing Solutions: CSU CardSystem, a leading card processor in
Brazil, which went public in 2006; Dolex Dollar Express, a leading money
transfer business which Advent sold to Global Payments in 2003; and Monext, a
French merchant acquirer and bank processor which Advent acquired in 2008.

Credit Suisse acted as exclusive financial advisor, while Sullivan & Cromwell,
LLP, Chapman & Cutler, LLP, Alston & Bird, LLP, and Graydon Head & Ritchey,
LLP acted as legal advisors to Fifth Third in this transaction. Morgan Stanley
and Weil, Gotshal & Manges, LLP acted as financial and legal advisor,
respectively, to Advent.

About Fifth Third Bancorp and Fifth Third Processing Solutions
Fifth Third Bancorp is a diversified financial services company headquartered
in Cincinnati, Ohio. As of March 31, 2009, the Company had $119 billion in
assets, operates 16 affiliates with 1,318 full-service Banking Centers,
including 99 Bank Mart(R) locations open seven days a week inside select
grocery stores and 2,354 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois,
Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North
Carolina. Fifth Third operates four main businesses: Commercial Banking,
Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also
has a 49% interest in Fifth Third Processing Solutions, LLC. Fifth Third is
among the largest money managers in the Midwest and, as of March 31, 2009, had
$166 billion in assets under care, of which it managed $23 billion for
individuals, corporations and not-for-profit organizations. Investor
information and press releases can be viewed at www.53.com. Fifth Third's
common stock is traded on the NASDAQ(R) National Global Select Market under
the symbol "FITB."

Fifth Third Processing Solutions is a premier source of payment acceptance
services for leading businesses nationwide, providing electronic funds
transfer (EFT), debit, credit and merchant transaction processing to support
the complex payment strategies for the Bank and its merchant and financial
institutions clients. In 2008, Fifth Third Processing Solutions processed over
28.4 billion ATM and point of sale transactions and processed over $292
billion of debit and credit card sales volume. Additionally, Fifth Third
Processing Solutions supports over 173,000 merchant and financial institution
locations and 11,000 ATMs in 44 states and 11 countries. According to the
Nilson Report (March 2009), Fifth Third is the fourth largest U.S. merchant
purchase transaction acquirer.

About Advent International
Founded in 1984, Advent International is one of the world's leading global
buyout firms, with offices in 15 countries on four continents. A driving force
in international private equity for 25 years, Advent has built an unparalleled
global platform of over 140 investment professionals across Western and
Central Europe, North America, Latin America and Asia. The firm focuses on
international buyouts, strategic repositioning opportunities and growth
buyouts in five core sectors, working actively with management teams to drive
revenue growth and earnings improvements in portfolio companies. Since
inception, Advent has raised $24 billion in private equity capital and,
through its buyout programs, has completed more than 250 transactions valued
at approximately $45 billion in 35 countries. More information about Advent
International is available at www.adventinternational.com.

FORWARD-LOOKING STATEMENTS

This news release contains statements that we believe are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Rule 175 promulgated thereunder, and Section 21E of the
Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated
thereunder. These statements relate to our financial condition, results of
operations, plans, objectives, future performance or business. They usually
can be identified by the use of forward-looking language such as "will likely
result," "may," "are expected to," "is anticipated," "estimate," "forecast,"
"projected," "intends to," or may include other similar words or phrases such
as "believes," "plans," "trend," "objective," "continue," "remain," or similar
expressions, or future or conditional verbs such as "will," "would," "should,"
"could," "might," "can," or similar verbs. You should not place undue reliance
on these statements, as they are subject to risks and uncertainties, including
but not limited to the risk factors set forth in our most recent Annual Report
on Form 10-K and our most recent quarterly report on Form 10-Q. When
considering these forward-looking statements, you should keep in mind these
risks and uncertainties, as well as any cautionary statements we may make.
Moreover, you should treat these statements as speaking only as of the date
they are made and based only on information then actually known to us.

There are a number of important factors that could cause future results to
differ materially from historical performance and these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to: (1) general economic conditions and weakening in the economy,
specifically the real estate market, either nationally or in the states in
which Fifth Third, one or more acquired entities and/or the combined company
do business, are less favorable than expected; (2) deteriorating credit
quality; (3) political developments, wars or other hostilities may disrupt or
increase volatility in securities markets or other economic conditions; (4)
changes in the interest rate environment reduce interest margins; (5)
prepayment speeds, loan origination and sale volumes, charge-offs and loan
loss provisions; (6) Fifth Third's ability to maintain required capital levels
and adequate sources of funding and liquidity; (7) maintaining capital
requirements may limit Fifth Third's operations and potential growth; (8)
changes and trends in capital markets; (9) problems encountered by larger or
similar financial institutions may adversely affect the banking industry
and/or Fifth Third (10) competitive pressures among depository institutions
increase significantly; (11) effects of critical accounting policies and
judgments; (12) changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board (FASB) or other
regulatory agencies; (13) legislative or regulatory changes or actions, or
significant litigation, adversely affect Fifth Third, one or more acquired
entities and/or the combined company or the businesses in which Fifth Third,
one or more acquired entities and/or the combined company are engaged; (14)
ability to maintain favorable ratings from rating agencies; (15) fluctuation
of Fifth Third's stock price; (16) ability to attract and retain key
personnel; (17) ability to receive dividends from its subsidiaries; (18)
potentially dilutive effect of future acquisitions on current shareholders'
ownership of Fifth Third; (19) effects of accounting or financial results of
one or more acquired entities; (20) difficulties in separating and
streamlining the operations of the LLC; (21) lower than expected gains related
to any sale or potential sale of businesses; (22)other difficulties in
separating the merchant acquiring and financial institutions businesses from
Fifth Third; (23) loss of income from any sale or potential sale of businesses
that could have an adverse effect on Fifth Third's earnings and future
growth;(24) ability to secure confidential information through the use of
computer systems and telecommunications networks; and (25) the impact of
reputational risk created by these developments on such matters as business
generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the Securities
and Exchange Commission, or "SEC," for further information on other factors
which could cause actual results to be significantly different from those
expressed or implied by these forward-looking statements.

SOURCE Advent International

Investors: Jeff Richardson, +1-513-534-0983, or Rich Rosen, +1-513-534-3307;
Media: Debra DeCourcy, APR, +1-513-534-4153; Advent Media Inquiries: Marissa
Wolf, +1-212-850-5629