Strategic Merger of Four Subsidiaries
The Board of Directors of SOFTBANK CORP. resolved in a meeting held today to merge four subsidiaries (surviving entity: BB Technologies Corporation; disappearing companies: SOFTBANK Networks Inc., SOFTBANK EC HOLDINGS CORP., SOFTBANK COMMERCE CORP.). The merger of the four subsidiaries is scheduled for January 7, 2003.
The new company, following the merger, will be the largest operating company in the SOFTBANK Group, with sales of approximately 300 billion yen (based on results for the fiscal year 2002) and approximately 2,000 employees (as of the end of September 2002).
DETAILS
1. Purpose and effect of the merger
The four SOFTBANK Group companies will be merged in order to achieve greater efficiency and strengthen the group’s base of operations in broadband infrastructure. BB Technologies Corporation provides and manages the infrastructure, including technological development and support services, for Yahoo! BB, a comprehensive broadband service. SOFTBANK Networks Inc. includes the subsidiary, IP REVOLUTION INC., which provides optical fiber services for corporate clients as a Type-I Telecommunications Carrier. SOFTBANK EC HOLDINGS CORP. oversees the e-commerce business of the SOFTBANK Group. SOFTBANK COMMERCE CORP. is engaged in the distribution of IT-related products, as well as sales and promotions for Yahoo! BB. The strategic merger will enable SOFTBANK to integrate all phases of this business from systems and technology development to sales and support, in order to produce significant efficiency gains and accelerate the speed at which business is accomplished. The merger will also allow administrative functions, primarily finance, accounting, general affairs, personnel and business planning, to be consolidated and strengthened for more efficient operations and enhanced capacity to formulate business strategy. In addition, the consolidation will allow personnel to be reallocated to strategic departments.
SOFTBANK envisions this consolidation of the group’s broadband business to create an integrated system to provide customers with the highest possible levels of technology, products, services and operations, and is fully confident that it will be a significant step forward in the broadband strategy of the SOFTBANK Group.
2. Merger schedule
| Board of Directors approval of the merger contract | November 15, 2002 |
|---|---|
| Execution of merger contract | November 15, 2002 |
| General Meeting of Shareholders to approve the merger contract | November 29, 2002 |
| Date of merger | January 7, 2003 (tentative) |
| Registration of merger | January 7, 2003 (tentative) |
3. Form of merger
BB Technologies Corporation will be the surviving entity and will incorporate the other three companies, which will be dissolved.
4. Other information
BB Technologies Corporation will issue common stocks in an one-for-one exchange for the shares of SOFTBANK Networks Inc. and SOFTBANK EC HOLDINGS CORP., respectively. SOFTBANK COMMERCE CORP., as a wholly-owned subsidiary of SOFTBANK EC HOLDINGS CORP., is not included in the BB Technologies Corporation share allotment.
No money will change hands as a result of the merger.
5. Profile of the surviving entity (as of the end of September 2002)
BB Technologies Corporation
| Trade Name | BB Technologies Corporation |
|---|---|
| Type of Business |
|
| Established | May 16, 2000 |
| Head office | 24-1 Nihonbashi Hakozaki-cho, Chuo-ku, Tokyo |
| Representative | Masayoshi Son, President and CEO |
| Paid-in capital | 3 billion yen |
| Total assets | 96,532 million yen |
| Settlement of accounts | March 31 |
| Employees | 847 (Including contract employees and temporary employees) |
| Major shareholders and ownership ratio | SOFTBANK CORP. 100% |
SOFTBANK Networks Inc.
| Trade Name | SOFTBANK Networks Inc. |
|---|---|
| Type of Business | Holding company in the Broadband Infrastructure segment |
| Established | February 1, 2000 |
| Head office | Oak Minami Azabu Building, 3-19-23 Minami Azabu, Minato-ku, Tokyo |
| Representative | Yutaka Shinto, President and CEO |
| Paid-in capital | 3.75 billion yen |
| Total assets | 4,753 million yen |
| Settlement of accounts | March 31 |
| Employees | 75 (Including temporary employees) |
| Major shareholders and ownership ratio | SOFTBANK CORP. 100% |
SOFTBANK ECHOLDINGS CORP.
| Trade Name | SOFTBANK ECHOLDINGS CORP. |
|---|---|
| Type of Business | Operation holding company in the e-Commerce segment |
| Established | September 21, 1999 |
| Head office | 24-1 Nihonbashi Hakozaki-cho, Chuo-ku, Tokyo |
| Representative | Ken Miyauchi, President and CEO |
| Paid-in capital | 10.0 billion yen |
| Total assets | 23,153 million yen |
| Settlement of accounts | March 31 |
| Employees | 94 (Including temporary employees) |
| Major shareholders and ownership ratio | SOFTBANK CORP. 100% |
SOFTBANK COMMERCE CORP.
| Trade Name | SOFTBANK COMMERCE CORP. |
|---|---|
| Type of Business | IT-related merchandise and service distribution and provision of total corporate ITsolutions,including e-Commerce (B2B) |
| Established | March 23, 2000 |
| Head office | 24-1 Nihonbashi Hakozaki-cho, Chuo-ku, Tokyo |
| Representative | Eiji Uda, President and CEO |
| Paid-in capital | 3.0 billion yen |
| Total assets | 57,868 million yen |
| Settlement of accounts | March 31 |
| Employees | 960 (Including contract employees and temporary employees) |
| Major shareholders and ownership ratio | SOFTBANK EC HOLDINGS CORP. 100% |
Reference
SOFTBANK Networks Inc. resolved to merge three subsidiaries (IP REVOLUTION, INC., Internet Facilities Inc., and TeraPlanet Inc.) as of December 20, 2002 in order to achieve greater efficiency and strengthen its base of operations in the broadband infrastructure business. IP REVOLUTION INC. will be the surviving entity and will absorb the other two companies, which will be dissolved.
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