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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 agreementApril 28,2004
Signing of merger agreementApril 28,2004
General shareholder’s meeting to approve merger agreementSOFTBANK 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 mergerJune 18,2004 (planned)
Official registration of mergerJune 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

as of September 30,2003
(1) Trade nameSOFTBANK CORP.
(Surviving company)
SOFTBANK TECHNOLOGY HOLDINGS CORP.
(Company which shall be absorbed)
(2) Type of businessPure 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) EstablishedSeptember 3,1981October 2,2000
(4) Location of head office24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo13-1,Nishigokencho,Sinjyuku-ku,Tokyo
(5) RepresentativePresident & CEO, Masayoshi SonPresident & CEO, Norikazu Ishikawa
(6) Common stock137,958 million yen111 million yen
(7) Shares outstanding336,936,826 shares2,175 shares
(8) Shareholders’ equity340,175 million yen637 million yen
(9) Total assets721,492 million yen763 million yen
(10) Settlement of accountsMarch 31March 31
(11) Number of employees684
(12) Main customers-
  • SOFTBANK BB Corp.
  • SOFTBANK TECHNOLOGY CORP.
(13) Principal shareholders and ownership ratios
Masayoshi Son
32.85%
Japan Trustee Services Bank,Ltd.
2.49%
Cedel International
1.70%
Japan Securities Finance Co.,Ltd.
1.63%
The Master Trust Bank of Japan,Ltd.
1.61%
SOFTBANK CORP.
100.00%
(14) Main financing Banks
  • Mizuho Corporate Bank,Ltd.
  • UFJ Trust Bank Limited
  • UFJ Bank Limited
  • Sumitomo Mitsui Banking Corporation
Mizuho Corporate Bank,Ltd.
(15) Relationships between companies concerned
Capital
SOFTBANK TECHNOLOGY HOLDINGS CORP. is a wholly-owned company of SOFTBANK CORP.
Personnel
One employee of SOFTBANK CORP. serves as a director of SOFTBANK TECHNOLOGY HOLDINGS CORP. One employee of SOFTBANK CORP. serves as a auditor of SOFTBANK TECHNOLOGY HOLDINGS CORP.
Transactions
Financial transaction

(16) Business result for the most recent three years

unit: millions of yen
SOFTBANK CORP.
(Surviving company)
SOFTBANK TECHNOLOGY HOLDINGS CORP.
(Company which shall be absorbed)
Settlement of accountsMarch 31, 2001March 31, 2002March 31, 2003March 31, 2001March 31, 2002March 31, 2003
Net sales---1228284
Operating income−4,465−4,592−4,149−54−100−111
Ordinary income7,9042,6362,882−52−100−70
Net income4,808−31,888−35,568−53−788−425
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)777000
Shareholders’ equity per share (yen)1,172.751,074.58953.78946,718.48584,404.52390,096.74

4. Post-merger information

(1) Trade NameSOFTBANK CORP.
(2) Type of businessPure holding company of the SOFTBANK Group which is engaged in Broadband Infrastructure,e-Commerce and e-Finance businesses,etc.
(3) Location of head office24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo
(4) RepresentativePresident & CEO,Masayoshi Son
(5) Common stockThe merger shall not increase SOFTBANK CORP.’s common stock.
(6) Total assetsThe merger shall have negligible effect on SOFTBANK CORP.’s total assets.
(7) Settlement of accountsMarch 31
(8) Impact on business resultsThe merger shall have negligible effect on SOFTBANK CORP.’s results.
  • 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.

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