Mitsubishi UFJ Financial Group, Inc. ("MUFG”)
(NYSE: MTU) today commenced, through its wholly owned subsidiary The
Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU”),
the previously announced tender offer for all of the outstanding shares
of common stock it does not already own of UnionBanCal Corporation ("UNBC”)
(NYSE: UB) at a price of $73.50 per share in cash. MUFG and its
subsidiaries have held a majority ownership position in UNBC since 1996
and today own approximately 64.9% of the outstanding shares.
MUFG and UNBC announced on August 18, 2008, the signing of a definitive
merger agreement that has been approved by the Boards of Directors of
MUFG, BTMU and UNBC and by the Special Committee of the UNBC Board. The
UNBC Board is recommending that holders of shares of UNBC common stock
accept the offer and tender their shares of common stock pursuant to the
offer.
The offer and withdrawal rights are scheduled to expire at 12:00
midnight, Eastern Daylight Savings Time (U.S.), on September 26, 2008,
unless the offer is extended. In addition to customary conditions, the
offer is subject to there having been validly tendered and not withdrawn
a majority of the outstanding UNBC shares not already owned by MUFG or
BTMU or by the officers and directors of UNBC. The offer is not subject
to a financing condition and does not require Japanese or U.S. bank
regulatory or antitrust approval. MUFG intends to consummate a
second-step merger promptly after the tender offer is completed.
Following the purchase of shares in the tender offer and subsequent
merger, UNBC would become an indirect, wholly owned subsidiary of MUFG.
Innisfree M&A Incorporated is the Information Agent and Morgan Stanley &
Co. Incorporated is the Dealer-Manager for the offer.
About MUFG / BTMU
MUFG is one of the world’s leading financial
groups, with total assets of more than ¥190
trillion (approximately $1.8 trillion) as of March 31, 2008. MUFG’s
services include commercial banking, trust banking, securities, credit
cards, consumer finance, asset management and leasing.
The Group’s operating companies include BTMU,
Japan’s largest commercial bank, Mitsubishi
UFJ Trust and Banking Corporation, Japan’s
leading trust bank, and Mitsubishi UFJ Securities, one of Japan’s
largest securities firms.
BTMU is Japan’s leading bank with around 660
branches and offices, over 400,000 corporate customers, and around 40
million individual customers. BTMU also has the largest overseas network
of any Japanese bank, comprising offices and subsidiaries in more than
40 countries worldwide. BTMU’s global network
includes Union Bank of California, which is a wholly owned subsidiary of
UNBC and is one of the 25 largest banks in the United States with over
300 branches and assets in excess of $60 billion.
For more information about MUFG, please visit www.mufg.jp/english/about.
About UnionBanCal Corporation
Based in San Francisco, UnionBanCal Corporation (NYSE: UB) is a bank
holding company with assets of $60.6 billion at June 30, 2008. Its
principal subsidiary, Union Bank of California, N.A., had 337 banking
offices in California, Oregon, and Washington and 2 international
offices at June 30, 2008. The company's Web site is located at www.unionbank.com.
Important Information
Shareholders of UNBC are advised to read the Tender Offer Statement on
Schedule TO, the offer to purchase, UNBC’s
Solicitation/Recommendation Statement on Schedule 14D-9 and other
documents relating to the tender offer filed with the Securities and
Exchange Commission (the "SEC”)
because they contain important information. Anyone may obtain copies of
these documents for free at the SEC’s website
at www.sec.gov or by calling Innisfree
M&A Incorporated, the Information Agent for the offer, at (888)
750-5834.
Cautionary Statement Concerning Forward-Looking Information
This press release contains forward-looking statements such as "believes,”
"anticipates,”
"expects,”
"plans,”
"intends,”
"estimates”, "may”,
"will”, "could”,
"should”, "would”
and other similar words and phrases, statements regarding the intent,
belief, strategy, plans or current expectations of MUFG, BTMU and UNBC.
Such forward-looking statements are not guarantees of future performance
or events and involve risks and uncertainties. Actual results may differ
materially from those described in such forward-looking statements as a
result of various factors. None of MUFG, BTMU or UNBC undertakes any
obligation to update the forward-looking statements contained herein, or
to update the reasons why actual results could differ from those
projected in the forward-looking statements.