Under the terms of the agreement announced today, Morgan Stanley has adjusted the conversion rate with respect to the convertible preferred stock. Following this adjustment MUFG will receive 385 million shares of common stock upon conversion.In addition, Morgan Stanley has agreed that MUFG will appoint a second representative to the Morgan Stanley Board of Directors. Morgan Stanley and MUFG have also agreed to certain other amendments to the investor agreement between Morgan Stanley and MUFG. The transaction is subject to certain closing conditions, including receipt of required regulatory approvals in certain jurisdictions globally and approval by Morgan Stanley shareholders. Following the closing of the transaction announced today, MUFG will hold a total of 435 million shares of Morgan Stanley common stock and a remaining face value $500 million of perpetual non-cumulative non-convertible preferred stock with a 10% dividend. About MUFG MUFG is one of the world’s leading financial groups, with total assets of more than JPY200 trillion (approximately US$2.4 trillion) as of December 31, 2010. MUFG’s services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management and leasing. The Group’s operating companies include The Bank of Tokyo-Mitsubishi UFJ, Ltd. Japan’s largest commercial bank, Mitsubishi UFJ Trust and Banking Corporation, Japan’s leading trust bank, and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., one of Japan’s largest securities firms. For more information about MUFG, please visit http://www.mufg.jp/english/index.html. About Morgan Stanley Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,300 offices in 42 countries. For further information about Morgan Stanley, please visit www.morganstanley.com. Cautionary Statements Concerning Forward-Looking Information This press release contains forward-looking statements such as “expects,” “looking forward” and other similar words regarding the current expectations of Morgan Stanley and MUFG. 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. Morgan Stanley and MUFG do not undertake 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.
The information above contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. Morgan Stanley’s actual results or performance may differ materially from those suggested, expressed or implied by forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, regulatory actions or other changes. For a discussion of additional risks and uncertainties that may affect the future results of Morgan Stanley, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and other items throughout the Form 10-K and the Company’s Current Reports on Form 8-K.