MUFG to make tender offer for WealthNavi shares

MUFG Bank is making a tender offer for all outstanding shares and stock acquisition rights of WealthNavi, a publicly traded robo-advisor company listed on the Tokyo Stock Exchange Growth Market.

• Purpose: MUFG Bank, a wholly-owned subsidiary of Mitsubishi UFJ Financial Group (MUFG), aims to acquire 100% of WealthNavi’s shares and stock acquisition rights to make it a wholly-owned subsidiary. This is part of a larger strategy to strengthen MUFG’s digital retail offerings and accelerate the development of its comprehensive financial advisory platform (MAP).
• Rationale: MUFG believes that WealthNavi’s technology, agile product development capabilities, and strong brand recognition in the robo-advisor market will synergistically enhance MUFG’s existing offerings and accelerate its growth in the wealth management space. Specific synergies include accelerating MAP development, expanding asset management functionalities, strengthening their online brokerage strategy, and leveraging WealthNavi’s management expertise and know-how.
• Tender Offer Price: ¥1,950 per share of common stock. This represents a significant premium over recent trading prices. The purchase price for stock acquisition rights is calculated based on the difference between the tender offer price and the exercise price of each right.
• Tender Offer Period: 30 business days, starting December 2, 2024, and ending January 20, 2025.
• Minimum Tender Offer Condition: The tender offer will only be successful if at least 30,988,100 shares (51.46% of outstanding shares) are tendered. This threshold exceeds a simple majority of minority shareholders, ensuring broad shareholder support.
• Delisting: As MUFG Bank is not setting an upper limit on the number of shares it will purchase, WealthNavi’s shares are expected to be delisted from the Tokyo Stock Exchange Growth Market following the tender offer or a subsequent squeeze-out procedure.
• Squeeze-Out: If MUFG Bank fails to acquire all outstanding shares in the tender offer, it intends to implement a squeeze-out procedure (either through a share consolidation or a share purchase demand) to acquire the remaining shares and make WealthNavi a wholly-owned subsidiary.
• Independent Committees and Advisors: Both MUFG Bank and WealthNavi have engaged independent financial advisors and legal counsel. WealthNavi also established a Special Committee composed of independent outside directors to review the fairness of the tender offer and protect the interests of minority shareholders. The Special Committee issued a fairness opinion supporting the tender offer.
• Agreement with CEO: MUFG Bank has entered into a tender offer agreement with WealthNavi’s CEO, Mr. Kazuhisa Shibayama, under which he has agreed to tender his shares (excluding restricted stock) to the tender offer.

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