Press Releases 2013

Share Transfer Resulting in Change in Scope of Consolidation of a Subsidiary

January 17, 2013
SoftBank Corp.

SoftBank Corp. (the “Company”) announced that its Board of Directors resolved on January 17, 2013 to approve the transfer of part of the shares (the “Share Transfer”) of eAccess Ltd. (“eAccess”) to 11 third-party purchasers on the same day (details of the 11 third-party purchasers shown in 4. below). eAccess became a wholly-owned subsidiary of the Company pursuant to a share exchange that took effect earlier this year on January 1, 2013.
As a result of the Share Transfer, eAccess becomes an equity method affiliate of the Company.

1. Reason for Share Transfer

eAccess provides mobile communications service under the EMOBILE brand and operates mobile data communications services for its MVNO (Mobile Virtual Network Operator) contractors. The Company decided to transfer a part of its shares in eAccess to the purchasers in order for eAccess to maintain a certain degree of independence, which the Company believes will facilitate the continued expansion of eAccess' business.
In November 2012, the Company explained to the Ministry of Internal Affairs and Communications that it was considering reducing its voting rights in eAccess to less than one-third after making eAccess a wholly-owned subsidiary. The Ministry of Internal Affairs and Communications subsequently reported this to the Radio Regulatory Council (an advisory panel to the Minister of Internal Affairs and Communications) in the same month.

2. Method of Share Transfer

  1. eAccess acquires all common shares held by the Company on January 17, 2013, and newly issues Class A Shares (without voting rights) and Class B Shares (with voting rights) to allot to the Company.
    [Note]
    • *Rights on Class A shares are the same as that of Class B Shares, except for voting rights.
  2. On the same day, the Company transfers a part of its Class B Shares of eAccess to the purchasers in accordance with the applicable share purchase agreement entered into by the Company and each such purchaser.

3. Outline of eAccess

(1) Name eAccess Ltd.
(2) Address 2-10-1 Toranomon, Minato-ku, Tokyo
(3) Name and title of representative Eric Gan, Representative Director, President
(4) Business description Broadband IP Communication Service
(5) Paid-in capital JPY 18,500 million
(6) Founded November 1, 1999
(7) Principal shareholders and percentage
(as of January 1, 2013)
SoftBank:100%
(8) Financial results of past 3 years
(Unit: JPY million (excluding net assets per share, net income per share and dividend per share)
Financial close March 2010
(consolidated)
March 2011* March 2012
(standalone)
Sales 83,067 181,541 204,743
EBITDA 26,555 58,249 62,504
Operating income 19,151 14,967 24,441
Ordinary income 10,828 5,088 12,184
Net income 4,148 14,565 15,156
Net assets 13,155 - 86,371
Total assets 86,864 - 352,312
Net assets per share (JPY) 6,981.37 - 24,190.80
Net income per share (JPY) 2,762.06 4,765.51 4,320.98
Dividend per share (JPY)
(common share)
2,400 2,400 800
[Note]
  • *eAccess conducted a share exchange whereby EMOBILE Ltd. became the wholly-owned subsidiary of eAccess effective as of July 1, 2010, and then eAccess merged with EMOBILE Ltd. so that eAccess had no consolidated subsidiary and did not make the consolidated balance sheet. Accordingly, it does not state “net assets”, “total assets” or “net assets per share” above for the fiscal year ended in March 2011. In addition, the figures for the fiscal year ended in March 2011 described above are calculated by consolidating the business performance of EMOBILE Ltd. for the period from April 1, 2010 to March 30, 2011 and that of eAccess for the 9 months period from July 1, 2010 to March 31, 2011.

4. Purchasers

[Note]
  • *Information not disclosed by a purchaser is stated as “Not disclosed”.

(1) Alcatel-Lucent Participations

(1) Address 3, avenue Octave Greard 75007 Paris, France
(2) Name and title of representative Thomas Geary, Chairman & CEO
(3) Business description Alcatel-Lucent group intermediate holding company
(4) Paid-in capital (Not disclosed)
(5) Founded July 1985
(6) Net assets (consolidated) (Not disclosed)
(7) Total assets (consolidated) (Not disclosed)
(8) Principal shareholders and percentage
(as of December 2012)
Alcatel-Lucent 100%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Alcatel-Lucent group.

(2) Telefonaktiebolaget L M Ericssons

(1) Address Torshamnsgatan 21-23
164 83 Stockholm Sweden
(2) Name and title of representative Hans Vestberg, President and CEO
(3) Business description Development and manufacturing of wire and wireless telecommunication equipment for public and private network
(4) Paid-in capital SEK 16,367 million
(5) Founded April 1876
(6) Net assets (consolidated) SEK 143,105 million
(7) Total assets (consolidated) SEK 280,349 million
(8) Principal shareholders and percentage
(as of December 2011)
  • Investor AB 21.48%
  • AB Industrivarden 14.34%
  • Handelsbankens Pensionsstiftelse 4.20%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Ericsson group.

(3) Comverse, Inc.

(1) Address 200 Quannapowitt Parkway Wakefield, MA 01880, USA
(2) Name and title of representative Philippe Tartavull, President and Chief Executive Officer
(3) Business description
  1. Development, Manufacturing, Sales and Import/Export of Information-communication related equipment, devices and computer software
  2. Installation and support of preceding items such as equipment, devices, and computer software
  3. All the other businesses related with preceding items
(4) Paid-in capital 21,923,241 USD
(5) Founded November 1997
(6) Net assets (consolidated) 23,381,000 USD
(7) Total assets (consolidated) 823,244,000 USD
(8) Principal shareholders and percentage
(as of December 2012)
  • FMR LLC (Fidelity related company) 14.2%
  • Wellington Management Company, LLP 7.6%
  • Soros Fund Management LLC and related parties 6.7%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Comverse group.

(4) Samsung Asia Pte. Ltd.

(1) Address 30 Pasir Panjang Road, Mapletree Business City, #17-31/32, Singapore 117440
(2) Name and title of representative Gregory Lee, CEO & President
(3) Business description Wholesale trade and investment holding company
(4) Paid-in capital (Not disclosed)
(5) Founded July 2006
(6) Net assets (consolidated) (Not disclosed)
(7) Total assets (consolidated) (Not disclosed)
(8) Principal shareholders and percentage
(as of December 2012)
Samsung Electronics Co., Ltd. 100%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Samsung group.

(5) Nokia Siemens Networks Holdings Singapore Ltd.

(1) Address 438B Alexandra Road, #08-07/10, Alexandra Technopark, Singapore
(2) Name and title of representative Nina Paula Kristina Kiviranta, Director
(3) Business description Investment holding company
(4) Paid-in capital 10,000 SGD
(5) Founded February 1995
(6) Net assets (consolidated) (Not disclosed)
(7) Total assets (consolidated) (Not disclosed)
(8) Principal shareholders and percentage
(as of December 2011)
Nokia Siemens Networks Oy 100%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Nokia Siemens Networks group.

(6) Orix Corporation

(1) Address Mita NN Bldg. 4-1-23 Shiba, Minato-ku, Tokyo
(2) Name and title of representative Makoto Inoue, Director, Representative Executive Officer President and Chief Operating Officer
(3) Business description Diversified Financial Services
(4) Paid-in capital JPY 144,026 million
(5) Founded April 1964
(6) Shareholders' equity (consolidated) JPY 1,415,999 million
(7) Total assets (consolidated) JPY 8,186,534 million
(8) Principal shareholders and percentage
(as of September 2012)
  • Japan Trustee Services Bank, Ltd. (Trust Account) 12.10%
  • The Master Trust Bank of Japan, Ltd. (Trust Account) 10.29%
  • Japan Trustee Services Bank, Ltd. (Trust Account 9) 4.40%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Orix Corporation.

(7) JA Mitsui Leasing, Ltd.

(1) Address 2-10-2 Higashi Gotanda, Shinagawa-ku, Tokyo
(2) Name and title of representative Yoshinori Yasuda, President & CEO
(3) Business description Leasing, installment sales, financing and other associated business
(4) Paid-in capital JPY 32,000 million
(5) Founded April 2008
(6) Net assets (consolidated) JPY 138,253 million
(7) Total assets (consolidated) JPY 1,376,426 million
(8) Principal shareholders
(as of March 2012)
  • Mitsui & Co., Ltd.
  • The Norinchukin Bank
  • National Federation of Agricultural Co-operative Associations
[Note]
  • *The percentage of shareholding is not disclosed.
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with JA Mitsui Leasing, Ltd.

(8) Century Tokyo Leasing Corporation

(1) Address 3 Kanda-neribeicho, Chiyoda-ku, Tokyo
(2) Name and title of representative Shunichi Asada, President & CEO
(3) Business description Leasing/installment sales business, financing business
(4) Paid-in capital JPY 34,231 million
(5) Founded July 1969
(6) Net assets (consolidated) JPY 201,272 million
(7) Total assets (consolidated) JPY 2,260,389 million
(8) Principal shareholders and percentage
(as of March 2012)
  • ITOCHU Corporation 25.00%
  • Nippon Tochi-Tatemono Co., Ltd. 10.79%
  • KSO Co., Ltd. 9.34%
  • Mizuho Corporate Bank, Ltd. 4.36%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Century Tokyo Leasing Corporation.

(9) Fuyo General Lease Co., Ltd.

(1) Address 3-3-23 Misaki-cho, Chiyoda-ku, Tokyo
(2) Name and title of representative Takashi Sato, President & Chief Executive Officer
(3) Business description Leasing
(4) Paid-in capital JPY 10,532 million
(5) Founded May 1969
(6) Net assets (consolidated) JPY 144,773 million
(7) Total assets (consolidated) JPY 1,668,631 million
(8) Principal shareholders and percentage
(as of March 2012)
  • Hulic Co., Ltd. 13.89%
  • Meiji Yasuda Life Insurance Company 7.46%
  • Marubeni Corporation 6.36%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Fuyo General Lease Co., Ltd.

(10) Sumitomo Mitsui Finance and Leasing Company, Limited

(1) Address 3-9-4 Nishi-Shimbashi, Minato-ku, Tokyo
(2) Name and title of representative Yoshinori Kawamura, President & CEO
(3) Business description Leasing
(4) Paid-in capital JPY 15 billion
(5) Founded February 1963
(6) Net assets (consolidated) JPY 535,694 million
(7) Total assets (consolidated) JPY 2,907,284 million
(8) Principal shareholders and percentage
(as of March 2012)
  • Sumitomo Mitsui Financial Group, Inc. 58.23%
  • Sumitomo Corporation 38.82%
  • Sumitomo Mitsui Finance and Leasing Company, Limited 2.95%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Sumitomo Mitsui Finance and Leasing Company, Limited.

(11) Mitsubishi UFJ Lease & Finance Company Limited

(1) Address 1-5-1 Marunouchi, Chiyoda-ku, Tokyo
(2) Name and title of representative Tadashi Shiraishi, President & CEO
(3) Business description
  • Lease
  • Installment sales
  • Various types of financing
  • International business
(4) Paid-in capital JPY 33,196 million
(5) Founded April 1971
(6) Net assets (consolidated) JPY 420,864 million
(7) Total assets (consolidated) JPY 3,682,299 million
(8) Principal shareholders and percentage
(as of March 2012)
  • Mitsubishi Corporation 20.00%
  • Mitsubishi UFJ Financial Group, Inc. 9.22%
  • The Bank of Tokyo-Mitsubishi UFJ, Ltd. 6.08%
(9) Relationships with the Company There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Mitsubishi UFJ Lease & Finance Company Limited.

5. Number of Shares to Transfer

The Company will transfer 100 Class B Shares to each of the purchasers listed in the previous section “4. Purchasers.” Transfer prices, which have been determined based on the market value on December 28, 2012 (the business day prior to the effective date of the share exchange), cannot be disclosed according to the agreements between the Company and these purchasers.

6. Capital structure of eAccess before and after the Share Transfer (plan)

(1) Before the Share Transfer

Class of Shares Shareholder Number of Shares Held Ownership %
Class A Shares
(without voting rights)
The Company 218,777 shares 100.00%
Class B Shares
(with voting rights)
The Company 1,649 shares 100.00%
Total The Company 220,426 shares 100.00%

(2) After the Share Transfer

Class of Shares Shareholder Number of Shares Held Ownership %
Class A Shares
(without voting rights)
The Company 218,777 shares 100.00%
Class B Shares
(with voting rights)
The Company
Other shareholders (11 third-parties)
549 shares
1,100 shares
33.29%
66.71%
Total The Company
Other shareholders (11 third-parties)
219,326 shares
1,100 shares
99.50%
0.50%

7. Schedule

January 17, 2013 The Company Resolution by the Board of Directors
eAccess Acquisition of all common shares (plan)
Issue of Class A Shares and Class B Shares (plan)
The Company Execution of the share purchase agreements (plan)
Execution of the Share Transfer (plan)

8. Future Outlook

The Company and eAccess believe the Share Transfer will have no impact on achieving the benefits expected from making eAccess a wholly-owned subsidiary as originally contemplated, namely (1) shared utilization of mobile communications network, (2) mutual collaboration on efficient operation of base station sites, and (3) creation of synergies, as stated in the “Announcement of Making eAccess Ltd. a Wholly-owned Subsidiary of SoftBank Corp. Through Share Exchange And Business Alliance between SoftBank Mobile Corp. and eAccess Ltd.” dated October 1, 2012.
The Share Transfer is not expected to have a material impact on the Company's consolidated results for the fiscal year ending March 2013.

(Reference) Financial result forecast and actual of the previous period

(JPY million)
Sales Operating Income Ordinary Income Net Income
Forecast (ending March 2013) - - - -
Actual (ended March 2012) 3,202,435 675,283 573,651 313,752

The SoftBank Group continues to focus on network expansion and customer acquisition of the mobile communications business for the fiscal year ending March 2013. Such efforts will cause an increase in cost, however with a steady increase in customer base, it is expected that sales and operating income will exceed the level of the fiscal year ended March 2012, and operating income will exceed JPY 700 billion.

  • Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SoftBank Group Corp. or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties that may cause actual results and future developments to differ materially from those expressed or implied by such statements. Please read legal notices in its entirety prior to viewing any information available on this website.