SOFTBANK announces merger with its subsidiary
SOFTBANK CORP. announces that its board of directors resolved today merger with its wholly-owned subsidiary,SOFTBANK TECHNOLOGY HOLDINGS CORP. through a simplified merger procedure on June 18,2004.
1. Purpose of merger
To promote management concentration in the Technology Services segment of the SOFTBANK Group.
2. Outline of merger
(1) Merger schedule
Board of Directors meeting to approve merger agreement | April 28,2004 | |
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Signing of merger agreement | April 28,2004 | |
General shareholder’s meeting to approve merger agreement | SOFTBANK CORP. | Not to be held in accordance with the simplified merger procedures in Article 413-3-1 of the Commercial Code. |
SOFTBANK TECHNOLOGY HOLDINGS CORP. | May 13,2004(planned) | |
Effective date of merger | June 18,2004 (planned) | |
Official registration of merger | June 18,2004 (planned) |
(2) Method of merger
SOFTBANK CORP.,as an ongoing concern,shall absorb SOFTBANK TECHNOLOGY HOLDINGS CORP.,which shall be subsequently dissolved.
(3) Merger ratio and delivered money due to merger
Due to the fact that SOFTBNAK TECHNOLOGY HOLDINGS CORP. is a wholly-owned subsidiary of SOFTBANKCORP.,there shall be no issuance of new shares or cash payment upon this merger.
3. Outline of companies concerned
(1) Trade name | SOFTBANK CORP. (Surviving company) | SOFTBANK TECHNOLOGY HOLDINGS CORP. (Company which shall be absorbed) |
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(2) Type of business | Pure holding company of the SOFTBANK Group which is engaged in Broadband Infrastructure,e-Commerce and e-Finance businesses,etc. | Operation holding company of the Technology Services Segment including System Solutions business and Business Solutions business of the SOFTBANK Group |
(3) Established | September 3,1981 | October 2,2000 |
(4) Location of head office | 24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo | 13-1,Nishigokencho,Sinjyuku-ku,Tokyo |
(5) Representative | President & CEO, Masayoshi Son | President & CEO, Norikazu Ishikawa |
(6) Common stock | 137,958 million yen | 111 million yen |
(7) Shares outstanding | 336,936,826 shares | 2,175 shares |
(8) Shareholders’ equity | 340,175 million yen | 637 million yen |
(9) Total assets | 721,492 million yen | 763 million yen |
(10) Settlement of accounts | March 31 | March 31 |
(11) Number of employees | 68 | 4 |
(12) Main customers | - |
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(13) Principal shareholders and ownership ratios |
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(14) Main financing Banks |
| Mizuho Corporate Bank,Ltd. |
(15) Relationships between companies concerned |
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(16) Business result for the most recent three years
SOFTBANK CORP. (Surviving company) | SOFTBANK TECHNOLOGY HOLDINGS CORP. (Company which shall be absorbed) | |||||
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Settlement of accounts | March 31, 2001 | March 31, 2002 | March 31, 2003 | March 31, 2001 | March 31, 2002 | March 31, 2003 |
Net sales | - | - | - | 12 | 28 | 284 |
Operating income | −4,465 | −4,592 | −4,149 | −54 | −100 | −111 |
Ordinary income | 7,904 | 2,636 | 2,882 | −52 | −100 | −70 |
Net income | 4,808 | −31,888 | −35,568 | −53 | −788 | −425 |
Net income per share (yen) | 14.50 | −94.68 | −105.59 | −24,546.74 | −362,313.95 | −195,456.34 |
Cash dividend per share (yen) | 7 | 7 | 7 | 0 | 0 | 0 |
Shareholders’ equity per share (yen) | 1,172.75 | 1,074.58 | 953.78 | 946,718.48 | 584,404.52 | 390,096.74 |
4. Post-merger information
(1) Trade Name | SOFTBANK CORP. |
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(2) Type of business | Pure holding company of the SOFTBANK Group which is engaged in Broadband Infrastructure,e-Commerce and e-Finance businesses,etc. |
(3) Location of head office | 24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo |
(4) Representative | President & CEO,Masayoshi Son |
(5) Common stock | The merger shall not increase SOFTBANK CORP.’s common stock. |
(6) Total assets | The merger shall have negligible effect on SOFTBANK CORP.’s total assets. |
(7) Settlement of accounts | March 31 |
(8) Impact on business results | The merger shall have negligible effect on SOFTBANK CORP.’s results. |
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