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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Form 6-K

 

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Report of Foreign Issuer

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

the Securities Exchange Act of 1934

 

For the month of February, 2006

 

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MITSUBISHI UFJ FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

 

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

Tokyo 100-8330, Japan

(Address of principal executive offices)

 

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[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    

 

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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.

 

Date: February 16, 2006

 

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Merger of UFJ NICOS Co., Ltd. and Kyodo Credit Service Co., Ltd.

 

Tokyo, February 16, 2006- The Norinchukin Bank (“Norinchukin”, President and CEO: Hirofumi Ueno), Mitsubishi UFJ Financial Group, Inc. (“MUFG”; President & CEO: Nobuo Kuroyanagi), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (President: Nobuo Kuroyanagi), UFJ NICOS Co., Ltd. (“UFJ NICOS”; President and Director: Kazuhiro Omori) and Kyodo Credit Service Co., Ltd. (“Kyodo Credit”; President: Eiichi Ishigami) announce that they have agreed on the merger of UFJ NICOS and Kyodo Credit as part of the strategic business and capital alliance in the retail business of Norinchukin and MUFG.

 

1.	Objectives of the Merger

 

Norinchukin and MUFG have entered into an extensive business alliance in the retail business of JA Bank for the purpose of making optimal use of the extensive customer base and operational network of JA Bank, and the advanced technology and product marketability of MUFG.

 

This time, in the credit card business, which is the core of such business alliance, UFJ NICOS, with its advantage of having one of the largest business size and networks in Japan and its ability to develop cutting edge products, and Kyodo Credit, with its own solid customer base, focusing on the members and users of JA Bank as core customers, will merge on equal terms, strengthen their business competitiveness by maximizing and supplementing the strengths of UFJ NICOS and Kyodo Credit, and provide further attractive products and services to the members and customers of JA Bank.

 

The new company established upon the merger will aim at becoming the No. 1 company in the fields of “support from customers”, “profitability”, “card shopping sales volume” and “financial stability” with the goal of becoming the “No. 1 company in retail financing”, in conjunction with the merger of UFJ NICOS and DC Card, Co., Ltd., which is scheduled for April 1, 2007, and will seek to further increase its corporate value.

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2.	Outline of Basic Agreement

 

(1)

Company name

 

“UFJ NICOS Co., Ltd.”

*UFJ NICOS is planning to change the company name to “Mitsubishi UFJ NICOS Co., Ltd.” (Tentative name) as a result of the merger with DC Card, Co., Ltd. on April 1, 2007.

 

(2)

Date of the merger

 

October 1, 2006

 

(3)

Surviving company

 

UFJ NICOS Co., Ltd.

 

(4)

Location of headquarters

 

Bunkyo-ku, Tokyo (current location of the headquarters of UFJ NICOS)

 

(5)

Representative

 

Kazuhiro Omori, President and Representative Director (current President and Director of UFJ NICOS)

 

(6)

Handling of “JA Card”, etc.

 

“JA Card”, etc., presently issued by Kyodo Credit, shall be issued with improved merchantability through the new company established upon the merger. In addition, “JA Card”, etc. currently in use can be used for the time being after the merger.

 

(7)

Others

 

The merger ratio will be determined between UFJ NICOS and Kyodo Credit upon evaluation by specialists. After the merger, the new company is expected to remain listed on the first section of the Tokyo Stock Exchange, Inc.

 

3.	Future Considerations

 

Today, a merger promotion committee, which consists of representatives of Norinchukin, MUFG, The Bank of Tokyo-Mitsubishi UFJ , UFJ NICOS and Kyodo Credit (Chairman: Kazuhiro Omori, President and Director of UFJ NICOS, Deputy Chairman: Eiichi Ishigami, President of Kyodo Credit, Members: Yoshio Kono, Senior Managing Director of Norinchukin, Ryuichi Murata, Managing Officer and Head of Integrated Retail Banking Business Group of MUFG and Senior Managing Director of The Bank of Tokyo-Mitsubishi UFJ ) has been formed. From now on, this committee will discuss and determine the details of the new company.

 

Contacts:

 

The Norinchukin Bank		Public Relations Division		(81-3-5222-2019)
Mitsubishi UFJ Financial Group, Inc.		Public Relations Division		(81-3-3240-7651)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		Public Relations Division		(81-3-3240-2950)
UFJ NICOS Co., Ltd.		Public Relations Division		(81-3-3817-1094)
Kyodo Credit Service Co., Ltd.		Planning Department		(81-3-3294-3922)

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(Reference)

Summary of UFJ NICOS and Kyodo Credit

 

(As of March 31, 2005)

 

Company name

UFJ NICOS

Kyodo Credit Service

Main business

Credit business

Credit card business

Date of incorporation

June, 1951

February, 1983

Location of head office

Bunkyo-ku, Tokyo

Chiyoda-ku, Tokyo

Representative

Kazuhiro Omori

Eiichi Ishigami

Capital

103,111 million yen

200 million yen

Total number of issued and outstanding shares

Common stock: 903,999,559 Classified stock: 50,000,000

Common stock: 4,000

Shareholder equity

144.7 billion yen

1.5 billion yen

Total assets

4,066.2 billion yen

14.5 billion yen

Book-closing period

March 31

March 31

Number of employees

5,874 persons

130 persons

Principal shareholders and ratio of voting rights

- The Bank of Tokyo-Mitsubishi UFJ, Ltd.

69.1%

- The Norinchukin Bank

51.8%

- Nippon Life Insurance Company

1.7%

- 42 Shinrens and 2 JAs (in total)

48.2%

- The Norinchukin Bank

0.8%

Main bank

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The Norinchukin Bank

Number of card members

21.85 million persons

0.87 million persons

Card sales volume

4,284.9 billion yen

98.8 billion yen

Of which, shopping

3,235.4 billion yen

60.6 billion yen

Of which, cashing

1,049.5 billion yen

38.2 billion yen

Number of affiliated stores

2,726 thousand stores

50 thousand stores

Operating Revenue

341 billion yen

4.3 billion yen

Current Income

39.7 billion yen

0.2 billion yen

Net Income

9.2 billion yen

0.1 billion yen

Relationships between parties

Related to assets

N/A

Related to person

N/A

Related to transaction

Consignment of a part of the collecting agency     business of Kyodo Credit to UFJ NICOS

 

²

UFJ NICOS’s figures are the sum of the consolidated figures of the former Nippon Shinpan Co., Ltd. and the figures of the former UFJ Card Co., Ltd. (merged as of October 1, 2005). However, UFJ NICOS’s figures related to credit cards are the sum of the consolidated figures of the former Nippon Shinpan Co., Ltd. and the former UFJ Card group.

 

²

UFJ NICOS’s figures under “Total number of issued and outstanding shares” and “Principal shareholders and ratio of voting rights” are calculated by adjusting the figures associated with the conversion of classified stock into common stock as of October, 2005 and the merger of the former Bank of Tokyo-Mitsubishi Ltd. and the former UFJ Bank Ltd.

 

²	Kyodo Credit’s figures under “Principal shareholders and ratio of voting rights” are as of January 10, 2006.