MUFG Enters into Sales Plan with Morgan Stanley and MS & Co.
April 18 2018 - 7:00AM
Business Wire
MUFG today announced that it has entered into a sales plan (the
“Plan”) with Morgan Stanley and Morgan Stanley & Co. LLC (“MS
& Co.”) whereby MUFG will sell shares of Morgan Stanley common
stock (“Common Stock”) to Morgan Stanley, through Morgan Stanley’s
agent, MS & Co. The Plan is only intended to ensure that MUFG’s
beneficial ownership will remain below 24.9% of the outstanding
shares of Common Stock despite Morgan Stanley’s share repurchases
in the open market.
1. Background and Reasons for Sale
In 2008, as part of a strategic alliance between MUFG and Morgan
Stanley, MUFG acquired beneficial ownership of approximately 22.62%
of the issued and outstanding shares of Common Stock. MUFG’s
initial investment in Morgan Stanley was in preferred stock, which
was converted into Common Stock in 2011. Immediately after the
conversion, the shares of Common Stock beneficially owned by MUFG
represented approximately 22.56% of the outstanding shares of
Common Stock and MUFG has not acquired additional shares of Common
Stock of Morgan Stanley since then. Nonetheless, the percentage of
MUFG’s beneficial ownership has gradually increased as a result of
ongoing share repurchases by Morgan Stanley, which have reduced the
total number of outstanding shares of Common Stock. Based on the
total number of outstanding shares of Common Stock as of March 26,
2018, MUFG’s beneficial ownership interest in Morgan Stanley as of
April 11, 2018 represented approximately 24.53% of the issued and
outstanding shares of Common Stock.
In accordance with passivity commitments MUFG made to the Board
of Governors of the Federal Reserve System in 2008, MUFG must
maintain its ownership in any class of voting securities of Morgan
Stanley to less than 24.9%. In order for MUFG to comply with the
passivity commitments, the Plan contemplates that MUFG will sell to
Morgan Stanley, through Morgan Stanley’s agent, MS &Co., shares
of Common Stock during each period in which Morgan Stanley
repurchases shares from other shareholders in the open market under
its share repurchase program. Such sales under the Plan are
contemplated to occur twice every quarter as part of Morgan
Stanley’s share repurchase program. For each period, MUFG will sell
to Morgan Stanley shares of Common Stock that are a percentage of
the number of shares Morgan Stanley had previously repurchased
during such period from other shareholders in the open market under
its share repurchase program, at the average price paid by Morgan
Stanley for those shares it repurchased from other shareholders
during such period.
The Plan will have no impact on the strategic alliance between
MUFG and Morgan Stanley, including the joint venture in Japan.
2. Impact on Financial Results
The impact of this sale of shares on financial results of MUFG
for the year ending March 2019 will be minor.
About MUFGMitsubishi UFJ Financial Group, Inc. (MUFG) is
one of the world’s leading financial groups. Headquartered in Tokyo
and with approximately 350 years of history, MUFG has a global
network with over 2,300 offices in more than 50 countries. The
Group has over 150,000 employees and offers services including
commercial banking, trust banking, securities, credit cards,
consumer finance, asset management, and leasing. The Group aims to
“be the world’s most trusted financial group” through close
collaboration among our operating companies and flexibly respond to
all of the financial needs of our customers, serving society, and
fostering shared and sustainable growth for a better world. MUFG’s
shares trade on the Tokyo, Nagoya, and New York stock exchanges.For
more information, visit https://www.mufg.jp/english
On April 1, 2018 the name of MUFG’s commercial bank changed from
“The Bank of Tokyo-Mitsubishi UFJ, Ltd.” to “MUFG Bank, Ltd.” Many
of the bank’s overseas subsidiaries followed suit on the same day,
but branches and subsidiaries in some countries will carry out the
name change at a later date. MUFG’s New York Stock Exchange ticker
symbol also changed to “MUFG.”For more information regarding
overseas subsidiaries,
visithttp://www.bk.mufg.jp/global/newsroom/announcements/pdf/201803_namechange.pdf
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Press contact:Mitsubishi UFJ Financial Group, Inc.MUFG
Bank, Ltd.Kazunobu Takahara, +81-3-3240-5245Public Relations
Division,Tokyo/Head Officekazunobu_takahara@mufg.jp
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