Press Releases 2004

Announcement of the Tender Offer by SOFTBANK INVESTMENT CORPORATION

Jul. 14, 2004

At a meeting held on July 14, 2004, the Board of Directors of SOFTBANK INVESTMENT CORPORATION (SBI) decided to acquire shares in ACE SECURITIES CO., LTD. (ACE SECURITIES) through a tender offer. SBI is a subsidiary of SOFTBANK FINANCE CORPORATION, which is a wholly owned subsidiary of SOFTBANK CORP. The details of the tender offer are as follows

1. Purpose of the Tender Offer

By leveraging ACE’s Kansai-area-centered sales network to the full, the SBI Group aims to increase face-to-face securities sales and expand its core businesses such as investment banking, asset management and brokerage.

Synergies between ACE SECURITIES and SBI’s securities subsidiaries will be maximized, and steps such as the coordinated streamlining of back-office processes should add even more value to the financial services the Group offers.

The tender offer is a friendly one, having been approved by the ACE SECURITIES board and its leading shareholders: Nomura Land and Building Co., Ltd. and Nomura Research Institute, Ltd.

2. Outline of the Tender Offer

(1) Outline of the Target Company

(a) Company name ACE SECURITIES CO., LTD.
(b) Main businesses Securities business
(c) Date of incorporation February 21, 1931
(d) Address of head office 2-6-11 Honmachi, Chuo-ku, Osaka City
(e) Representative Yutaka Inui, President
(f) Capital 5.1 billion yen (as of March 31, 2004)
(g) Major shareholders and their percentage shareholdings (as of March 31, 2004)
Nomura Land and Building Co., Ltd.
ACE SECURITIES Employee Stock Ownership Plan
Nomura Research Institute, Ltd.
Resona Bank, Limited.
Matsushita Electric Industrial Co., Ltd.
The Asahi Fire & Marine Insurance, Limited
Sumitomo Mitsui Banking Corporation
Mizuho Corporate Bank, Ltd.
Shikishima Printing Co., Ltd.
(h) Relationship with SBI No capital or personnel ties

(2) Type of Shares to be Purchased

Common shares

(3) Tender Offer Period

July 15, 2004 to August 5, 2004

(4) Purchase Price

215 yen per share

(5) Basis for Purchase Price Determination

The price was determined following a comprehensive assessment of the company’s assets, financial position and future earnings potential, and also takes into account the total number issued and outstanding shares and the lack of an active market in the shares.

(6) Total Number of Shares to Be Purchased

Total number of shares to be purchased: 25,000,000 shares (total of shares to be purchased and additional shares)
(Shares to be purchased: 13,990,700 shares. Additional shares: 11,009,300 shares)

  • *If fewer than 13,990,700 shares (representing 37.98% of the voting rights) are tendered, SBI reserves the right to refuse to purchase all the shares tendered. If, on the other hand, the number of shares tendered exceeds 25,000,000 shares, SBI reserves the right to refuse to purchase all the shares tendered in excess of this figure. In such an event, the shares SBI requires will be purchased on a pro rata basis in accordance with the provisions of applicable laws and ordinances.

(7) Change in Shareholdings Arising from the Purchase

Number of shares held before the purchase SOFTBANK INVESTMENT CORPORATION 0 shares
Closely related parties 0 shares
Number of shares to be held after the purchase 25,000,000 shares
(Percentage held: 67.74%)
  • *1The figure for number of shares to be held after purchase assumes that a total of 25,000,000 shares are purchased.
  • *2The figure for percentage held is based on a figure of 36,907,414 ordinary shares issued and outstanding (as of June 29, 2004). This figure is included in an ACE SECURITIES statutory filing for the business year ended March 2004 (the firm’s 86th term), which was filed on June 29, 2004.
  • *3If SBI acquires 13,990,700 shares, it will hold 37.98% of the voting rights.
  • *4The voting rights percentage is based on a total figure for voting rights of 36,835 as of March 31, 2004.

(8) Date of Public Notice of the Tender Offer

Thursday, July 15, 2004

(9) Tender Offer Agent

1-6, Nihonbashi-Kabutocho, Chuo-ku, Tokyo, Japan

  • *Shares may not be tendered through any other securities company.

(10) Funds Required for the Purchase

5,375,000,000 yen

  • *This figure assumes that a total of 25,000,000 shares are purchased.

(11) Withdrawal of the Tender Offer

Should any of the events described in Paragraph 1, Section 1, Subsections 1 and 8; Paragraph 1, Section 2, Subsections 1 and 7; or Paragraph 2, Sections 3 and 6; of Article 14 of the Securities and Exchange Law Enforcement Regulations occur, the tender offer may be withdrawn.

3. Existence of consent of the Target Company or its Directors in connection with the Tender Offer

The board of directors of the target company has consented to the tender offer.

4. Future Outlook

The impact of this tender offer cannot be determined at the present time.

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