Bangkok--29 Mar--Asian Banker
Mitsubishi UFJ Financial Group, Inc. (MUFG) and Mitsubishi UFJ Securities Co., Ltd. (MUS) announced that MUFG and MUS have signed a share exchange agreement to make MUS a wholly-owned subsidiary of MUFG through a share exchange transaction (the “Share Exchange”), each company having received the approval of their respective board of directors at meetings held today. On August 29, 2006, the companies signed a basic agreement with regard to the proposed Share Exchange, subject to approval by MUS shareholders at the annual general shareholders’ meeting scheduled for June 28, 2007 and subject to approval by the relevant authorities.
Purpose of the Share Exchange
MUFG has been actively pursuing its integrated group strategy, which positions Retail, Corporate and Trust Assets (asset management and asset administration) as the three core business areas. MUFG’s bank, trust bank and securities company are being integrated as a unified group to deliver promptly and effectively highquality financial products and services.
To stimulate the evolving trend from savings to investments, seize the opportunity presented by the deregulation of the Japanese financial markets, effectively and promptly meet the dramatic changes in the Japanese financial environment, further enhance cooperation among group companies while complying strictly with all laws and regulations, and conduct our business as a unified group, MUFG and MUS have agreed to make MUS a wholly-owned subsidiary of MUFG.
By accelerating the exchange of personnel, utilizing the operational base and collaborating within the global network of the MUFG group, MUFG believes that the Share Exchange will enable it to further strengthen the securities and investment banking business and maximize synergies among its banking, trust and securities businesses. MUFG will continue to make every effort to provide integrated, high-quality services in a comprehensive and timely manner to meet the increasingly diverse and sophisticated needs of customers at home and abroad. Through these efforts, MUFG aims to enhance the corporate value of the whole group for all of MUFG’s stakeholders, including MUS shareholders that will receive MUFG shares in the Share Exchange.
Due to the fact that MUFG holds 62.78% of the voting rights of MUS common stock, in order to ensure a fair and appropriate share exchange ratio, for the purpose of implementing the Share Exchange, MUFG and MUS agreed on a share exchange ratio as a result of negotiations and discussions and by making reference to analyses of the Share Exchange ratio calculations and opinions of third-party institutions engaged by MUFG and MUS separately. The agreed-upon Share Exchange ratio was then examined and approved by each company’s respective board of directors, at which meetings outside directors and outside corporate auditors were also present.
The common stock of MUS is scheduled to be delisted on September 25, 2007 (the final day of trading being September 21, 2007) in connection with the Share Exchange, with MUS becoming a wholly-owned subsidiary of MUFG effective September 30, 2007.
--www.theasianbanker.com (March 29 2007)--