Bank of Tokyo Mitsubishi Ld Mitsubishi Tokyo Financial Group, Inc. UFJ Holdings, Inc. The Bank of Tokyo-Mitsubishi, Ltd. UFJ Bank Limited
The Mitsubishi Trust and Banking Corporation
UFJ Trust Bank Limited
Mitsubishi Securities Co., Ltd. UFJ Tsubasa Securities Co., Ltd.
Basic Agreement Regarding the Management Integration
of Mitsubishi Tokyo Financial Group and UFJ GroupMitsubishi Tokyo Financial Group, Inc. (MTFG; President and CEO: Nobuo
Kuroyanagi), UFJ Holdings, Inc. (UFJ; President and CEO: Ryosuke Tamakoshi), The
Bank of Tokyo-Mitsubishi, Ltd. (BTM; President: Nobuo Kuroyanagi), UFJ Bank
Limited (UFJ Bank; President: Takamune Okihara), The Mitsubishi Trust and
Banking Corporation (MTB; President: Haruya Uehara), UFJ Trust Bank Limited (UFJ
Trust Bank; President: Shintaro Yasuda), Mitsubishi Securities Co., Ltd. (Mitsubishi Securities; President: Koichi Kane) and UFJ Tsubasa Securities Co.,
Ltd. (UFJ Tsubasa Securities; President: Kimisuke Fujimoto) have, subject to the
approval by the shareholders and the relevant authorities, concluded a basic
agreement with regard to the management integration of the holding companies,
banks, trust banks and securities companies of the two groups.
1. Outline of Management Integration (i) As the needs of customers in Japan and abroad become diversified and
sophisticated, Mitsubishi Tokyo Financial Group and UFJ Group aim, through their
management integration, to create a "premier comprehensive global financial
group" that is competitive worldwide, and to provide customers with products and
services of the highest quality.
(ii) By this management integration, we will create a highly competitive group
with strong presence in the core financial business areas, such as banking,
trust business, securities, asset management, credit card, consumer finance, and
lease. Through a close collaboration among the group companies, we will
strengthen our organizational capabilities to respond comprehensively and
flexibly to a wide variety of our customers' financial needs.
(iii) In the domestic market, the new comprehensive financial group's network
will be well-balanced geographically among the Tokyo, Nagoya and Osaka
metropolitan areas, while in overseas markets, it will have the number one
global network among Japanese banking groups. The new group will also have a
diverse customer base ranging from individual customers, small and medium-sized
companies to large companies. The combination of the two groups will be
extremely complementary in terms of business operations and branch networks. By
leveraging the respective strengths of each group, and by further pursuing
efficiencies throughout the new group, we will aim to improve the standard of
our products and services and seek to provide significant benefits expected from
this management integration to our customers and shareholders.
(iv) Two groups will be integrated based on equal spirit. Furthermore, founded
on the key principles of trust and reliability, both groups will foster a
corporate culture that will fully realize the abilities of our personnel, aim to
significantly strengthen corporate governance, and will contribute to the
prosperity of our customers, society and the economy, and to raise shareholder
value as a reliable comprehensive financial services group.
2. Integration structure We are considering the integration structures as follows.
(i) Holding companies Mitsubishi Tokyo Financial Group, Inc and UFJ Holdings, Inc. will merge, with
MTFG as the surviving company.
(ii) Banks The Bank of Tokyo-Mitsubishi, Ltd. and UFJ Bank Limited will merge, with BTM, a
wholly-owned subsidiary of the new holding company, as the surviving company.
(iii) Trust banks The Mitsubishi Trust and Banking Corporation and UFJ Trust Bank Limited will
merge, with MTB, a wholly-owned subsidiary of the new holding company, as the
surviving company.
(iv) Securities companies Mitsubishi Securities Co., Ltd. and UFJ Tsubasa Securities Co., Ltd. will merge,
with Mitsubishi Securities as the surviving company, and becoming a directly or
indirectly owned subsidiary of the new holding company.
(v) Group companies other than banks, trust banks and securities companies In order to realize the purpose of management integration, group companies other
than banks, trust banks and securities companies will consider the integration
after receiving the cooperation of the relevant companies, if necessity arises.
3. Integration schedule The integration of the two groups' holding companies, banks, trust banks and
securities companies is targeted for completion by October 1, 2005, subject to
receiving approval from the relevant authorities as stipulated by law.
4. Company names (i) The planned name of the new holding company is Kabushikikaisha Mitsubishi
UFJ Holdings in Japanese, and Mitsubishi UFJ Holdings, Inc. in English (ii) The planned name of the new bank is Kabushikikaisha Mitsubishi Tokyo UFJ
Ginko in Japanese, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. in English (iii) The planned name of the new trust bank is Mitsubishi UFJ Shintaku Ginko
Kabushikikaisha in Japanese, and Mitsubishi UFJ Trust and Banking Corporation in
English (iv) The planned name of the new securities company is Mitsubishi UFJ Shouken
Kabushikikaisha in Japanese, and Mitsubishi UFJ Securities Co., Ltd. in English 5. Locations of Headquarters (i) New holding company The current headquarters of MTFG (Chiyoda-ku, Tokyo) (ii) New bank The current headquarters of BTM (Chiyoda-ku, Tokyo) (iii) New trust bank The current headquarters of MTB (Chiyoda-ku, Tokyo) (iv) New securities company The current headquarters of Mitsubishi Securities (Chiyoda-ku, Tokyo) 6. Representatives (Planned) (i) New holding company Chairman : Ryosuke Tamakoshi; Deputy Chairman: Haruya Uehara;
President : Nobuo Kuroyanagi (ii) New bank Chairman : Shigemitsu Miki; Deputy Chairman : Ryosuke Tamakoshi;
President : Nobuo Kuroyanagi; Deputy President : Takamune Okihara (iii) New trust bank Chairman : Akio Utsumi; President : Haruya Uehara;
Deputy President : Shintaro Yasuda (iv) New securities company Chairman : Yasumasa Gomi; Deputy Chairman: Koichi Kane;
President : Kimisuke Fujimoto 7. Integration Ratio The respective merger or other integration ratios for the holding companies,
banks, trust banks and securities companies will be decided on the basis of
forthcoming discussions considering rational assessments, including valuation
reports by outside institutions.
The organization, capital, specific integration procedures, and other matters
regarding the new holding company, new bank, new trust bank and new securities
company will be decided on the basis of forthcoming discussions.
8. Stock Exchange listings It is planned that the new holding company will be listed in Japan on the stock
exchanges of Tokyo, Osaka and Nagoya, and overseas on the stock exchanges of New
York and London.
9. Business tie-ups Prior to integration, the holding companies, banks, trust banks and securities
companies will, in order to improve customers' convenience and enhance our
service standard, enter into business tie-ups in accordance with the purpose and
spirit of management integration.
10. Organization to promote integration To promote prompt and smooth integration of management and operation, an
integration committee will be established with the president of MTFG as
committee chairman and the president of UFJ Holdings as deputy chairman.
A bank integration committee, a trust bank integration committee, and a
securities company integration committee will also be established at banks,
trust banks and securities companies, respectively.
The purpose of management integration of MTFG and UFJ is to create a "premier
comprehensive global financial group" that is competitive worldwide to provide
products and services of the highest quality from the customer-oriented point of
view. In order to realize this purpose, we would like related parties to share
the spirit of our management integration.
This press release contains forward-looking statements relating to the parties
referred to in the press release. Forward-looking statements are inherently
susceptible to uncertainties, risks and changes in circumstances and are not
guarantees of future performance. They may prove to be incorrect and may not be
realized in the future due to a wide range of reasons. In light of the many
risks, uncertainties and possible changes, you are advised not to put undue
reliance on the forward-looking statements. The parties are under no obligation,
and expressly disclaims any obligation, to update or alter the forward-looking
statements, except as may be required by any applicable laws and regulations or
stock exchange rules. Contacts:
MTFG Corporate Communications Office Tel: 81-3-3240-8149
UFJ Gavin Anderson & Company Tel: 81-3-5404-0640
BTM Public Relations Office Tel: 81-3-3240-2950
UFJ Bank Gavin Anderson & Company Tel: 81-3-5404-0640
MTB Public Relations Section Tel: 81-3-6214-6044
UFJ Trust Public Relations Office Tel: 81-3-3218-0775
Mitsubishi Public Relations Office Tel: 81-3-6213-6124
Securities
UFJ Tsubasa Public Relations Department Tel: 81-3-5222-8355
Securities
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