OREANDA-NEWS. The Bank of Tokyo-Mitsubishi UFJ, Ltd., a subsidiary of Mitsubishi UFJ Financial Group, Inc. (President & CEO Nobuyuki Hirano, MUFG) announced today that, in conjunction with BTMU's future acquisition of Bank of Ayudhya Public Company Limited (Krungsri) shares through a voluntary tender offer, BTMU has signed a Conditional Branch Purchase Agreement with Krungsri and plans for the integration of BTMU’s Bangkok Branch (BTMU Bangkok Branch) and Krungsri subsequent to the voluntary tender offer.

1. Objectives and Strategic Rationale of the Transaction
On July 2, 2013, BTMU announced the planned acquisition of Krungsri shares. Since the announcement, BTMU and Krungsri have been discussing future collaboration in various fields to strengthen the strategic partnership as well as the integration of BTMU Bangkok Branch with Krungsri subsequent to the voluntary tender offer in compliance with the Bank of Thailand’s One Presence Policy. As a result, both banks today agreed to enter into a Conditional Branch Purchase Agreement.

Recognizing that Krungsri’s solid local franchise and BTMU’s global expertise represent complementary strengths, the planned integration will enable the combined bank to deliver a full suite of high-value financial services, as a one stop service, to a wide range of customers.

On August 27, 2013, BTMU and Krungsri obtained approval from the Bank of Thailand with regard to the acquisition of Krungsri shares in excess of the foreign shareholding limit.

2. Transaction Summary
(1) Integration Structure
BTMU will integrate BTMU Bangkok Branch with Krungsri through the contribution in kind of the BTMU Bangkok Branch business to Krungsri. In exchange for the contribution in kind, Krungsri will issue 1,143,221,782 common shares at THB39 per share to BTMU. The transaction shall be subject to satisfactory regulatory approvals, Krungsri's shareholders’ approval, completion of the voluntary tender offer and fulfillment of certain other conditions. The number of shares to be issued and issue price are subject to change in accordance with the price adjustment clause and a maximum of 1,500,000,000 shares under the Conditional Branch Purchase Agreement.2

(2) Overview of BTMU Bangkok Branch
Since the opening of BTMU Bangkok Branch, BTMU has been providing services primarily to corporate clients for more than 50 years in Thailand, and as of March 2013, has the largest asset size amongst the foreign banks operating in Thailand.