Mitsubishi UFJ Lease & Finance Company Limited (TSE:8593) signed an agreement to acquire the remaining 95.8% stake Hitachi Capital Corporation (TSE:8586) for approximately ¥300 billion on September 24, 2020. Under the terms of the transaction, 5.1 shares of Mitsubishi UFJ Lease's common stock will be delivered by allotment for 1 share of Hitachi Capital's common stock which will total up to 571.1 million shares of Mitsubishi UFJ Lease & Finance being issued as consideration. Post completion, Hitachi Capital will merge into Mitsubishi UFJ Lease & Finance Company to form a single entity as per which Mitsubishi UFJ Lease will be the surviving company and Hitachi Capital will be the merged company. Hitachi Capital is scheduled to be delisted on March 30, 2021. The merged entity will be named as Mitsubishi HC Capital Inc. Post the transaction, Mitsubishi Corporation will own approximately 18% of the new company.

The number of the merged entity's Directors will be 17 members, and 8 members out of 17 are to be outside Directors. Based on a consensus between Mitsubishi UFJ Lease & Finance and Hitachi Capital, 9 directors and 6 Directors will be appointed as candidates by Mitsubishi UFJ Lease and Hitachi Capital respectively, and the remaining 2 members are scheduled to be appointed by agreement of the two companies. In addition, 5 Directors out of 17 are to be Directors as supervisory and audit committee members, and 3 Directors out of that 5 are to be outside Directors.

The transaction is subject to shareholder approval of Hitachi and Mitsubishi UFJ Lease & Finance Company in shareholders meetings planned to be held in late February 2021, receipt of necessary authorizations and approvals from relevant domestic and overseas authorities, all governmental, regulatory or other consents and approvals, and other approvals necessary. Mitsubishi UFJ Lease & Finance Company and Hitachi Capital resolved the transaction at their respective board of directors meetings held on September 24, 2020. The transaction has been unanimously approved by all the Board of Directors of Hitachi and Mitsubishi UFJ Lease & Finance Company. As per announcement of December 15, 2020, Federal Trade Commission has provided early termination of the waiting period for the transaction. An independent committee of Hitachi Capital consisting of four independent outside Directors of Hitachi Capital has been established to review the transaction. Hitachi Capital will hold Extraordinary General Meeting of Shareholders to approve the merger agreement on February 26, 2021. The transaction is expected to close on April 1, 2021.

Goldman Sachs Japan Co., Ltd. acted as financial advisor and fairness opinion provider, Matthew B. Dubeck of Gibson, Dunn & Crutcher LLP and Mori Hamada & Matsumoto LPC acted as legal advisors to Hitachi Capital Corporation. Mitsuhiro Kamiya, Alexandra McCormack and Paul Schnell of Skadden Arps, Slate, Meagher & Flom LLP acted as legal advisor to Goldman Sachs Japan Co., Ltd. Mitsubishi UFJ Morgan Stanley Securities acted as financial advisor and fairness opinion provider and Makoto Igarashi, Megumi Shimizu, Madoka Shimada, Kohei Koikawa, Masato Yamanaka, Azusa Nakashima, Kentaro Sugimoto, Yasunori Ishizaki and Junya Kokaji of Nishimura & Asahi acted as legal advisors to Mitsubishi UFJ Lease.

Mitsubishi UFJ Lease & Finance Company Limited (TSE:8593) completed the acquisition of the remaining 95.8% stake Hitachi Capital Corporation (TSE:8586) on April 1, 2021. Mitsubishi UFJ Lease & Finance Company Limited changes its name to Mitsubishi HC Capital Inc. as of April 1, 2021. Phillip R. Mills and Ken Lebrun of Davis Polk & Wardwell LLP acted as legal advisor to Mitsubishi.