The Bank of Tokyo-Mitsubishi UFJ, Ltd. Announces Execution of Stock Transfer Agreement Concerning Transfer of NBL Co., Ltd.
The Bank of Tokyo-Mitsubishi UFJ, Ltd. Announces Execution of Stock Transfer Agreement Concerning Transfer of NBL Co., Ltd. Business Wire TOKYO -- October 29, 2012 The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), a subsidiary of Mitsubishi UFJ Financial Group, Inc. (MUFG), and Hitachi Capital Corporation (Hitachi Capital) agreed that BTMU will transfer^* 12,000,000 shares in NBL Co., Ltd. (60% of all issued shares) to Hitachi Capital, and the said parties entered into a stock transfer agreement. ^*The share transfer and payment of the purchase price are scheduled to take place on April 1, 2013, subject to the approval of the competent authorities. 1. Reason for Stock Transfer Pursuant to the "Capital Alliance Between Hitachi Capital Corporation and NBL Co., Ltd." that was announced on July 28, 2011, BTMU transferred 40% of all issued shares in NBL to Hitachi Capital on October 31, 2011. Subsequently, as a result of numerous consultations between MUFG and BTMU concerning growth strategies for NBL going forward, it was concluded that the partnering with Hitachi Capital, a leading company in the vendor leasing industry^* with excellent vendor leasing business knowhow and a strong customer base, would contribute to the long-term growth and development of NBL. ^*Vendor lease: Lease agreements to be entered into with customers by lease companies through customer mediation or representative services for office procedures by dealers who are in alliance relationships with lease companies via entering into dealership agreements with lease companies or in any other manners. 2. Overview of Subsidiary (1) Name NBL Co., Ltd. (2) Location New Kawai Building, 4-6 Nihonbashi Honcho 3-chome, Chuo-ku, Tokyo (3) Name and Title of Akio Kakizaki, Representative director and president Representative (4) Type of Business General leasing business (5) Capital 10,000 million yen (6) Date of November 26, 1977 Incorporation The Bank of Tokyo-Mitsubishi 50% UFJ, Ltd. 40% Hitachi Capital Corporation 10% Mitsubishi UFJ NICOS Co., Ltd. *BTMU plans to complete the acquisition of all the Major shares held by Mitsubishi UFJ (7) Shareholders and NICOS by the stock transfer date (which is scheduled Shareholdings to take place on April 1, 2013) and transfer these shares to Hitachi Capital, together with the shares already held by BTMU comprising 50% of all issued shares (comprising in total 60% of all the issued shares). Capital NBL is a consolidated Relationship subsidiary of MUFG and BTMU. Three of NBL's six directors are current or former Relationship Personnel employees (8) between Relationship of BTMU. In addition, five MUFG and NBL BTMU employees are seconded to NBL. Transaction BTMU has conducted financial Relationship transactions with NBL, including loans. (9) Management results and financial standing of NBL for the last (million three years yen) Fiscal year Fiscal Fiscal Fiscal year ended year ended year ended March 31, March 31, March 31, 2010 2011 2012 Net Assets 4,860 5,237 5,849 Total Assets 185,713 178,771 190,219 Net Assets per Share 243.01 261.85 292.45 (yen) Revenue 55,123 60,475 62,352 Operating Income 113 1,011 2,982 Ordinary Income 137 1,012 2,982 Net Income 36 376 612 Net Income per Share 1.81 18.83 30.60 (yen) Dividend per Share (yen) - - - 3. Overview of Transferee (1) Name Hitachi Capital Corporation (2) Location 15-12, Nishi-Shimbashi 2-chome, Minato-ku, Tokyo (3) Name and Title of Kazuya Miura, President and CEO Representative (4) Type of Business General leasing business (5) Capital 9,983 million yen (6) Date of Incorporation September 10, 1957 (7) Net Assets 270,404 million yen (consolidated value as of end of March 2012) (8) Total Assets 1,757,241 million yen (consolidated value as of end of March 2012) (9) Major Shareholders and Hitachi, Ltd. 54.78% Shareholders There is no capital relationship between MUFG and Hitachi Capital that should be noted. There is no capital relationship Capital between any persons related Relationship to MUFG or any affiliates of Relationship between MUFG, on the one hand, and (10) MUFG and Hitachi any persons related to Capital Hitachi Capital or any affiliates of Hitachi Capital, on the other, that should be noted. Personnel One BTMU employee is Relationship seconded to Hitachi Capital. Transaction BTMU has conducted financial Relationship transactions with Hitachi Capital, including loans. Hitachi Capital is not a related party of MUFG. There Whether Hitachi are Capital is a no persons related to Related Party Hitachi Capital or affiliates of Hitachi Capital who are also related to MUFG. 4. Number of shares to be transferred by BTMU and status of share ownership prior to and after transfer 12,000,000 Number of Shares Owned (Number of voting rights: Prior to Transfer 12,000,000) (Ownership ratio: 60%) 12,000,000 (Number of voting rights: Number of Shares to be 12,000,000) Transferred (Percentage of all issued shares: 60%) (Value of transfer: 2,400 million yen) Number of Shares Owned 0 After Transfer (Number of voting rights: 0) (Ownership ratio: 0%) 5. Schedule Execution of Stock Transfer October 29, 2012 Agreement Date of Share Transfer April 1, 2013 (after approval from the competent (Schedule) authorities) The impact that this matter will have on MUFG's financial results is expected to be minimal. Contact: The Bank of Tokyo-Mitsubishi UFJ, Ltd. Akira Narumi, +81-3-3240-1111 Chief Manager Corporate Administration Division