Results of the Tender Offer for Shares of ACE SECURITIES and the Acquisition of Subsidiary Company
SOFTBANK CORP. announces the results of the tender offer for common shares of ACE SECURITIES CO., LTD. which was conducted by SOFTBANK INVESTMENT CORPORATION (Head office: Minato-ku, Tokyo; Representative: Yoshitaka Kitao; SBI) from July 15, 2004 to August 5, 2004. SBI is a subsidiary of SOFTBANK FINANCE CORPORATION (Head office: Minato-ku, Tokyo; Representative: Yoshitaka Kitao), which is a wholly owned subsidiary of SOFTBANK CORP. Notice is also given that ACE SECURITIES CO., LTD. is to become a new subsidiary of SOFTBANK CORP. on August 11, 2004 as a result of the tender offer.
I. Results of the Tender Offer
1. Outline of the Tender Offer
| (1) Name of the Target Company | ACE SECURITIES CO., LTD. |
|---|---|
| (2) Type of Shares Purchased | Common shares |
| (3) Tender Offer Period | Thursday, July 15, 2004 to Thursday, August 5, 2004 (for 22 days) |
| (4) Purchase Price | 215 yen per share |
2. Results of the Tender Offer
(1) Subscription
| Total number of shares to be purchased | 25,000,000 shares (total of shares to be purchased and additional shares) |
|---|---|
| Shares to be purchased | 13,990,700 shares, additional shares: 11,009,300 shares |
| Total number of shares subscribed | 20,603,700 shares |
| Total number of shares purchased | 20,603,700 shares |
(2) Results of the Tender Offer
| Total number of subscribing shareholders | Total number of shares subscribed | Total number of shares purchased | Number of shares to be returned |
|---|---|---|---|
| 68 | 20,603,700 | 20,603,700 | 0 |
The total number of shares subscribed exceeded the number of shares to be purchased (13,990,700 shares) but, as it did not exceed the sum total of shares to be purchased and additional shares (25,000,000 shares), SBI will proceed with the purchase of all of the shares subscribed as described in the Public Notice of Commencement of the Tender Offer (published in Nikkei Shimbun and Sankei Shimbun on July 15, 2004) and the Notice of the Tender Offer (submitted to the Kanto Financial Bureau on July 15, 2004).
(3) Method of Calculation for Purchase via Proportional Distribution Formula
Not applicable
(4) Number of Shares Held and Percentage Held after the Purchase
| Number of shares held before the purchase | 0 shares (Percentage held: 0.00%) |
|---|---|
| Number of shares held after the purchase | 20,603,700 shares (Percentage held: 55.93%) |
The percentage held is calculated using 36,835 voting rights as the denominator, this figure derived by subtracting as shares not having voting rights the 65 voting rights for 65,414 shares of odd stock and the 7 voting rights for 7,000 shares of treasury stock from the 36,907 voting rights for the 36,907,414 outstanding shares of the target company.
(5) Funds Required for the Purchase
4,429,795,500 yen
3. Settlement Method and Start of Settlement Period
(1) Name and Location of Head Office of Securities Company to Carry Out Settlement of Purchase, etc.
WORLD NICHIEI FRONTIER Securities Co., Ltd.
1-6, Nihonbashi-Kabutocho, Chuo-ku, Tokyo, Japan
(2) Start of Settlement Period
Wednesday, August 11, 2004
(3) Settlement Method
Starting today, a notice of the purchase through the tender offer will be mailed without delay to the address of each subscribing shareholder (or standing proxy in the case of a foreign shareholder). The purchase will be made in cash. The proceeds from sale of the shares purchased shall, in accordance with the instructions of the subscribing shareholder, be remitted by the tender offer agent to a location stipulated by the subscribing shareholder or paid to the head office or any of the branches nationwide of the tender offer agent without delay after the start of the settlement period.
4. Location in which Copy of the Tender Report will be Made Available for Public Inspection
SOFTBANK INVESTMENT CORPORATION
1-10-2, Nishi-shinbashi, Minato-ku, Tokyo, Japan
II. Acquisition of Subsidiary Company
As a result of the aforementioned tender offer, SOFTBANK CORP. now holds 55.93% of voting rights in ACE SECURITIES CO., LTD. which is to become a new subsidiary of SOFTBANK CORP. on August 11, 2004.
1. Outline of the Subsidiary to be Acquired (as of March 31, 2004)
| (1) Trade Name | ACE SECURITIES CO., LTD. | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (2) Representative | Yutaka Inui, President | ||||||||||||||||||||||||||||
| (3) Date of Incorporation | February 21, 1931 | ||||||||||||||||||||||||||||
| (4) Address of Head Office | 2-6-11 Honmachi, Chuo-ku, Osaka City | ||||||||||||||||||||||||||||
| (5) Main Businesses | Securities business | ||||||||||||||||||||||||||||
| (6) Settlement of Accounts | March 31 | ||||||||||||||||||||||||||||
| (7) Number of Employees | 319 (including the number of employees of its consolidated subsidiaries) | ||||||||||||||||||||||||||||
| (8) Capital | 5.1 billion yen | ||||||||||||||||||||||||||||
| (9) Shares Outstanding | 36,907,414 shares | ||||||||||||||||||||||||||||
| (10) Major Shareholders and Their Percentage of Shareholdings (as of March 31, 2004) |
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| (11) Consolidated Earnings Results of Most Recent Three Fiscal Years |
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2. Date of the Acquisition of the Subsidiary
Wednesday, August 11, 2004 (scheduled)
3. Future Outlook
The impact of this acquisition cannot be determined at the present time.
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