-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8HNMWSfNLts91LWPFUatrGucFJeZQKyTA4uZ5odIb5LIbLL+6j5Jkfl8OI1deHv KQLmYw4P8zd4wtrvL6IkSQ== 0001193125-08-187158.txt : 20080829 0001193125-08-187158.hdr.sgml : 20080829 20080829065611 ACCESSION NUMBER: 0001193125-08-187158 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080829 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF TOKYO - MITSUBISHI UFJ, LTD CENTRAL INDEX KEY: 0000852743 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 135611741 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-93414 FILM NUMBER: 081047010 BUSINESS ADDRESS: STREET 1: 7-1 MARUNOUCHI 2-CHOME STREET 2: CHIYODA-KU CITY: TOKYO 100-8388, STATE: M0 ZIP: 00000 BUSINESS PHONE: 2127824547 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-1104 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF TOKYO - MITSUBISHI LTD DATE OF NAME CHANGE: 20030908 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF TOKYO MITSUBISHI LTD DATE OF NAME CHANGE: 19981209 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI BANK LTD DATE OF NAME CHANGE: 19981209 6-K 1 d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

Form 6-K

 

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of August, 2008

 

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

( Translation of registrant’s name into English )

 

 

7-1, Marunouchi 2-chome, Chiyoda-ku,

Tokyo 100-8388, Japan

( Address of principal executive offices )

 

 

[ Indicate by check mark whether the registrant files or

will file annual reports under cover Form 20-F or Form 40-F. ]

Form 20-F       X            Form 40-F              

[ Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the Commission

pursuant to Rule 12g3-2( b ) under the Securities Exchange Act of 1934. ]

Yes                      No      X    

This report on Form 6-K is hereby incorporated by reference into the prospectus constituting part of the registration statement on Form F-3 of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (No. 333-11072.)

 

 

 


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.

 

  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
Date : August 29, 2008   By  

/s/ Naoki Imaoka

    Naoki Imaoka
    Chief Manager
    Corporate Administration Division


Mitsubishi UFJ Financial Group, Inc.

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Commencement of BTMU’s Cash Tender Offer to Make UNBC a Wholly Owned Subsidiary

Tokyo, August 29, 2008 The Bank of Tokyo-Mitsubishi UFJ, Ltd. (President Katsunori Nagayasu,“BTMU”), a subsidiary of Mitsubishi UFJ Financial Group, Inc. (President & CEO Nobuo Kuroyanagi,“MUFG”), is commencing on August 29, 2008, Eastern Daylight Savings Time (U.S.) a cash tender offer in the United States (the “Tender Offer”) for all of the outstanding shares of common stock of UnionBanCal Corporation, a consolidated subsidiary of BTMU that is listed on the New York Stock Exchange (“UNBC”) (excluding approximately 64.9% of the outstanding shares owned by MUFG, including through BTMU and other affiliates) at a price of $73.50 per share in cash.

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.

MUFG, BTMU and UNBC announced on August 18, 2008 the signing of a definitive merger agreement which has been approved by the Boards of Directors of MUFG, BTMU and UNBC and by the Special Committee of the UNBC Board and that the UNBC Board resolved to recommend to UNBC’s public shareholders to accept the offer and tender shares of common stock pursuant to the offer.

The offer is not subject to a financing condition and does not require Japanese or U.S. bank regulatory or antitrust approval. BTMU 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.

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 any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) because they will 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 and BTMU. 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. Neither MUFG nor BTMU 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.

 

(Contacts)  
Mitsubishi UFJ Financial Group, Inc.:   Public Relations Division (+813-3240-7651)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.:   Public Relations Division (+813-3240-2950)
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