UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of
1934
For the month of May 2015
Commission File No. 000-54189
MITSUBISHI
UFJ FINANCIAL GROUP, INC.
(Translation of registrant’s name into English)
7-1, Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-8330, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K
in
paper as permitted by Regulation S-T Rule 101(b)(7):
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 28, 2015
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| Mitsubishi UFJ Financial Group, Inc. |
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| By: |
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/s/ Akira Takeda |
| Name: |
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Akira Takeda |
| Title: |
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Chief Manager, General Affairs |
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Corporate Administration Division |
Mitsubishi UFJ Financial Group, Inc.
Notice of Share Transfer to Wholly-owned Subsidiary
through Simplified Absorption-type Company Split
Tokyo, May 28, 2015 — Mitsubishi UFJ Financial Group, Inc. (MUFG) has today decided to transfer 39,325 ordinary shares it holds in Mitsubishi
UFJ Asset Management Co., Ltd. (MUAM) to wholly-owned subsidiary Mitsubishi UFJ Trust and Banking Corporation (MUTB) by means of a company split, effective on June 30, 2015.
Because the inheritor in this absorption-type company split is a wholly-owned subsidiary, some items for disclosure have been omitted.
As announced in the press release of April 30, 2015 (‘Execution of
Contract to Merge Mitsubishi UFJ Asset Management and KOKUSAI Asset Management’), MUFG Group’s asset management firms, MUAM and KOKUSAI Asset Management, will merge on July 1, 2015, with MUTB holding 51 percent of the shares of the
new company.
Through this absorption-type company split MUFG will collect its shareholdings in MUAM at MUTB, which conducts trust banking,
with the aim of creating an organizational structure that enables the fastest and most appropriate decision-making possible.
Signing date of absorption-type company split agreement: May 28, 2015
Effective date: June 30, 2015 (planned)
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Note: |
As this absorption-type company split falls under a simplified split as defined in Article 784, Paragraph 3 of the Companies Act, MUFG will not convene a General Meeting of Shareholders to approve the absorption-type
company split contract. |
Company split, with MUFG as the company undergoing a split, and MUTB as the inheritor.
With this absorption-type company split MUTB will issue 29,743,571 new ordinary
shares, all of which will accede to MUFG.
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(4) |
Handling of new share acquisition rights and bonds with new share acquisition rights |
Not
applicable.
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(5) |
Increase/decrease in capital |
There will be no increase or decrease in
MUFG’s capital as a result of this absorption-type company split.
1
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(6) |
Rights and obligations acceded to inheritor |
MUTB will inherit 39,325 ordinary shares held by
MUFG in this absorption-type company split.
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(7) |
Outlook for fulfillment of obligations |
MUTB will inherit no debt from MUFG in this
absorption-type company split.
| 3. |
Overview of companies involved |
(As of March 31, 2015)
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Company undergoing split |
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Inheritor |
| Company name |
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Mitsubishi UFJ Financial Group, Inc. |
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Mitsubishi UFJ Trust and Banking Corporation |
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| Head office |
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7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo |
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4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo |
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| Company representatives and positions |
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Nobuyuki Hirano, President & CEO |
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Tatsuo Wakabayashi, President |
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| Principal business |
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Bank holding company |
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Trust banking |
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| Capital |
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JPY 2,141.5 billion |
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JPY 324.2 billion |
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| Date of establishment |
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April 2, 2001 |
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March 10, 1927 |
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| Total outstanding shares |
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14,168,853,820 shares |
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3,369,443,632 shares |
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| Fiscal year-end |
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March 31 |
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March 31 |
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| Major shareholders (shareholding ratio) |
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Japan Trustee Services Bank, Ltd. (Trust account) |
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4.84% |
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Mitsubishi UFJ Financial Group, Inc. |
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100% |
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The Master Trust Bank of Japan, Ltd. (Trust account) |
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4.08% |
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The Bank of New York Mellon SA/NV 10 |
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1.69% |
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| Financial status and business results |
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Fiscal year ended March 31, 2015 (Consolidated) |
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Fiscal year ended March 31, 2015 (Non-consolidated) |
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| Net assets |
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JPY 17,287.5 billion |
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JPY 2,200.6 billion |
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| Total assets |
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JPY 286,149.7 billion |
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JPY 36,271.3 billion |
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| Ordinary income |
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JPY 5,638.4 billion |
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JPY 531.2 billion |
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| Ordinary profits |
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JPY 1,713.0 billion |
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JPY 210.0 billion |
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| Net income |
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JPY 1,033.7 billion |
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JPY 140.7 billion |
2
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(1) |
Details of the split business departments |
Ordinary shares of MUAM: 39,325 shares
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(2) |
Business results of the split departments |
Not applicable.
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(3) |
Items and amount of the split assets and liabilities |
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| Assets |
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Liabilities |
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| Item |
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Book value |
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Item |
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Book value |
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| Ordinary shares of MUAM |
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JPY 12,033 million |
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— |
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— |
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| 5. |
Status after the split |
There will be no change in the company name or head office,
company representatives or positions, principal business, capital or fiscal year-end of either MUFG or MUTB following the split.
As the inheritor is a wholly-owned subsidiary of the company undergoing
the split, the impact of the split on MUFG’s business results is expected to be negligible.
* *
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Contact:
Mitsubishi UFJ Financial Group,
Inc.
Public Relations Division
81-3-3240-7651
3
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