Concerning an Acquisition of the Fukuoka Daiei Hawks and a Basic Agreement with Hawks TownNov. 30, 2004
SOFTBANK CORP. (“the Company”) is pleased to announce that a meeting of the Board of Directors held on November 30, 2004 has decided to acquire the Fukuoka Daiei Hawks (Head Office: Fukuoka-shi, Fukuoka; Representative: Hiroyuki Takahashi, hereinafter referred to as “FDH”). The Company signed a share transfer agreement and reached an agreement on the business transfer related to the Fukuoka Dome with Hawks Town Co. (hereinafter referred to as “HT”) the same day.
The Company also filed an application with Nippon Professional Baseball (hereinafter referred to as “NPB”) the same day.
<1> Acquisition of the Fukuoka Daiei Hawks
1. Objectives of Acquisition of Shares
The objectives of the Company’s acquisition of one of the best baseball teams in Japan’s professional baseball world, both in terms of popularity and ability, are to significantly improve the Company’s image, to increase publicity and to enhance broadband content.
2. Profile of Subsidiary Being Transferred (As of the End of August 2004)
|(1) Company name||The Fukuoka Daiei Hawks|
|(2) Representative||Hiroyuki Takahashi|
|(3) Location of head office||Fukuoka-shi, Fukuoka|
|(4) Established||November 1988|
|(5) Type of business||Professional baseball club|
|(6) Capital||100 million yen|
|(7) Number of outstanding shares||14, 720,000|
|(8) Major shareholder||The Daiei, Inc., 14,432, 000 shares(approximately 98%)|
3. Vendor of Shares
|(1) Company name||The Daiei, Inc.|
|(2) Representative||Toshio Hasumi|
|(3) Location of head office||Kobe-shi, Hyogo|
|(4) Type of business||Retailing|
4. Profile of Acquisition
|(1) Number of shares acquired and its ownership||14,432,000 (ownership: approximately 98%)|
|(2) Value of business||5 billion yen|
|(3) Conditions for acquisition||Subject to the approval of the NPB owners’ meeting due to be held on December 24, 2004.|
5. Future Schedule(all tentative)
|December 6, 2004||NPB’s hearing on the Company|
|December 20, 2004||NPB executive committee|
|December 24, 2004||NPB owners' meeting*|
|January 28, 2005||Implement the share transfer (subject to an approval of*)|
<2> Reasons for the Basic Agreement with Hawks Town
1. Reasons for the Basic Agreement
FDH and HT currently have an agreement on the rights for ticket sales and merchandise, in which FDH delegates to HT sales of tickets and baseball goods for games hosted by FDH, and HT pays the costs to FDH. HT and the Company have agreed to revise the existing contractual relationship between FDH and HT as follows
(1)HT and a new baseball company established after the acquisition of the shares of FDH by the Company, will transfer baseball-related businesses including the above-mentioned agreement on the rights over ticket sales and merchandise and the operation of the Fukuoka Dome, including billboard advertising, concerts and events (hereinafter referred to as the Dome business) to a wholly-owned consolidated subsidiary of the Company (hereinafter referred to as SBG Company). Consequently, all business including not only the sale of tickets and baseball goods, but also billboard advertising inside the Dome, merchandizing, and the broadcasting rights of baseball games will be managed by the Company Group. The transfer of the Dome businesses from HT is to be implemented in the form of a business transfer to SBG Company.
(2)HT and the new baseball company or SBG Company will exchange a long-term lease agreement on the use of the Fukuoka Dome to express the Company’s intention to keep the new baseball team in a stable condition for the long term. The period of the lease is expected to be more than twenty years at least.
(3)The Company’s group will accept and take charge of loaned employees from HT in the meantime for the operation of the Dome business. The purpose of this is to: (1) Secure existing sales channels; and (2) Emphasize the maintenance of local employment and smoothly transfer the Dome business, as the operating activities of the Dome business are currently mainly conducted by sales staff at HT.
2. Amount of Payment to HT
The Company will pay 15 billion yen for the transfer of the Dome business from HT.
3. Profile of Transferring Company
|(1) Company name||Hawks Town Co.|
|(2) Representative||Toshio Masui|
|(3) Location of head office||Fukuoka-shi, Fukuoka|
|(4) Type of businesses||Management of Hawks Town Mall, Fukuoka Dome and Sea Hawk Hotel & Resort|
4. Future Schedule(all tentative)
|December 24, 2004||Sign an agreement on the business transfer|
|January 28, 2005||Implement the agreement mentioned above.|
<3> Impact on Performance
The impact on the consolidated financial statement of the Company resulting from the acquisition is not yet determined.
Principles of the Company Concerning the Management of Baseball Team
The Company believes that it will benefit in various ways from its entry into the management of a baseball team and will be able to contribute to the future development of the professional baseball world.
The Company’s plans for the management of baseball team at the moment are as follows
1. The Integration of Management and Supplementary Rights
The Company, through the acquisition of the Fukuoka Daiei Hawks, will integrate the management of the team and the rights to sell ticket and baseball goods and to broadcast within the Group, which allows the team to conduct promotional activities flexibly and efficiently as a company, and to establish a support system with the full cooperation of the Group.
2. Introduction of New Services
The Company, which owns know-how in e-commerce and Internet technology, can provide innovative services in ticket sales, live coverage of baseball games and other services to its fans as a result of this entry into baseball team management.
3. The Base of the Team
The Company has decided to base the new team in Fukuoka-shi, Fukuoka. The Company will make an agreement on the use of the stadium for thirty years with Hawks Town Co., the owner of the Fukuoka Dome. The Company will run a locally based baseball team in cooperation with Hawks Town.
(The Agreement attaches an option to cancel the agreement without penalty after twenty years.)
The Company will announce the new management of the team, the team name and the uniform, which are to be discussed in the future, as soon as decisions are made.
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