Press Releases 2002

Changes in Acquiring Company and Settlement of Period of Take Over Bid (TOB) for Club iT Corporation

May 27, 2002

SOFTBANK CORP., SOFTBANK Broadmedia Corporation (head office: Chuo-ku, Tokyo; Representative Director/CEO: Taro Hashimoto; hereinafter referred to as “SBBM”), a wholly-owned subsidiary of SOFTBANK CORP., which has control over our group companies in the field of broadcasting and media businesses, and YesNoJAPAN Corporation (Representative: Hiroyuki Inabe/Hereinafter referred to as “YNJ”) announce the following new decisions about the TOB for Club iT Corporation (head office: Chuo-ku, Tokyo :President & CEO: Taro Hashimoto).

About TOB for Club iT Corporation

1. Name of the target company

Club iT Corporation

2. Acquiring Company

YesNoJAPAN Corporation

[Note]
  • *YesNoJAPAN Corporation will change its name to “Club iT Holding Corporation” immediately after the TOB.

3. Purpose of the TOB

Club iT Corporation had Agency Agreement with SKY Perfect Communications Inc. In April, 2002 SKY Perfect Communications Inc. notified Club iT that it will cancel their agency agreement due to breach of the agreement. To remedy the situation, SBBM as major shareholder of Club iT and SOFTBANK CORP. as holding company of SBBM will make a TOB for Club iT Corporation through YNJ to avoid confusion amongst investors which might have been created by this termination of agreement. It is believed that if the SOFTBANK group makes its attitude clear to more actively support the start of Club iT’s broadband business, it will help put the company’s business on a more stable footing.

The reason the acquiring company was changed to YNJ from SBBM, who had first been announced as the acquiring company, is to maintain flexibility for reorganization of the group companies for the sake of building various business platforms among broadband infrastructures based on the Group’s medium- and long-term broadband strategies by separating the book prices of Club iT stocks that SBBM already holds and that YNJ will hold after the TOB.

As a possible result of the TOB, Club iT stocks may be de-listed in the future.

4. Type of stocks to be taken over

Ordinary stocks

5. Period, price and number of stocks for the TOB

Period
May 29, 2002 (Wed.) to June 18, 2002 (Tue).
Price
1,200 yen per stock
The number of stocks to be purchased
3,439,000

(All stocks issued as of April 30, 2002 except those held by the affiliated.)

6. Share held by the acquiring company after TOB is completed, held by the affiliated, at the date of announcement of TOB staging, and the total

Share held by the acquiring company after TOB 41.64%
Share held by the affiliated at the date of announcement of TOB staging 58.36%
Total 100%

7. Consent of the target company or the directors to the TOB scheme

The target company gave their full consent to the TOB scheme.

8. Expected fund for the TOB

4,181,800,000 yen

Imprest fund in the consolidated settlement of SOFTBANK CORP. will be appropriated. The TOB will not have any serious impact on the decrease of net interest liable that is now on the way.

9. Date of official notice on the start of TOB

May 29, 2002 (Wed.)

10. Purchase Agent (PA) of the TOB

Daiwa Securities SMBC Co.Ltd.

11. Future prospects

This TOB will not materially change the business objectives of the segment of broadcasting and media business; “amalgamation of broadcasting and communication businesses” that SOFTBANK Group has been trying to attain in this field and objectives of subsidiaries in this segment. SOFTBANK Group will continue to pursue improvement of business performance in the field of broadcasting and media business including Club iT Corporation.

END

Reference

YesNoJAPAN Corporation

Head office Hakozaki-cho 24-1, Nihonbashi, Chuo-ku, Tokyo-to
Date established January, 2001
Business Information services, information handling services, and general management consulting (The opinion-research portal site “Yes!No!Japan” is now operated by another group company, BB Factory Corporation.)
Capital 10,000,000 yen (a wholly owned subsidiary of the SOFTBANK Broadmedia Corporation)
Representative Director Hiroyuki Inabe
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