The results of the tender offer by BB Mobile and acquisition of subsidiary
SOFTBANK CORP. ("SOFTBANK") announces the results of the tender offer for shares in Vodafone K.K. by SOFTBANK Group company BB Mobile Corp. (Head office: Minato-ku, Tokyo; Representative: Masayoshi Son), which had started on April 4, 2006, following the decision by the board of directors on April 3, 2006, and expired on April 24.
SOFTBANK also announces that, as a result of this tender offer, Vodafone K.K. will become its designated subsidiary (tokutei kogaisha).
I. Results of the tender offer
1. Outline of the tender offer (announced on April 3, 2006)
| 1) Name and address of the bidder |
BB Mobile Corp.
1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo |
|---|---|
| 2) Name of the target company | Vodafone K.K. |
| 3) Class of the shares purchased | Common stock |
| 4) Tender offer period | From Tuesday, April 4, 2006 to Monday, April 24, 2006 (21 days) |
| 5) Tender offer price | 313,456 yen per share |
2. Results of the tender offer
1) Tender status
| Number of shares to be purchased | 5,199,188 shares |
|---|---|
| Total number of shares tendered | 5,299,814 shares |
| Total number of shares purchased | 5,299,814 shares |
2) Outcome of tender offer
As the total number of shares tendered (5,299,814 shares) exceeded the number of shares to be purchased (5,199,188 shares), the purchasing of all the shares tendered will proceed as described in the public announcement concerning the start of the tender offer and the registration statement of tender offer (koukai kaitsuke todokede mokuromisyo).
| Total number of shareholders tendered | Total number of shares tendered | Total number of shares purchased | Total number of shares to be returned |
|---|---|---|---|
| 282 | 5,299,814 shares | 5,299,814 shares | 0 shares |
3) Calculation method for purchase on a pro rata basis
Not applicable.
4) Number and percentage of shares held after the purchase (rounded to the nearest hundredth)
| Number of shares held before the purchase |
0 shares
(Percentage held: 0.00%) |
|---|---|
| Number of shares held after the purchase |
5,299,814 shares
(Percentage held: 97.64%) |
- * The percentage of shares held after the purchase is based on the total number of 5,427,946.02 shares in Vodafone K.K. that were outstanding as of September 30, 2005.
5) Funds required for the purchase: 1,661,258,497,184 yen
3. Settlement method and settlement start date
1) Name and head office address of the securities firm handling the settlement of purchase
Shinko Securities Co., Ltd.
2-4-1 Yaesu, Chuo-ku, Tokyo
2) Settlement start date
Thursday, April 27, 2006
3) Settlement method
After the expiration of the tender offer period, a notice of purchase through tender offer will be mailed without delay to the address of each tendering shareholder (or in the case of non-Japanese shareholders, to their standing proxy). The purchase will be made in cash. Payment for the purchased shares will be made without delay after the settlement start date, either by remittance from Shinko Securities Co., Ltd. to the location designated by the tendering shareholder (or in the case of non-Japanese shareholders, to their standing proxy) or through the head office or any domestic branch of Shinko Securities Co., Ltd. where the tenders were accepted.
4) Location at which a copy of the tender offer report is available for public inspection
BB Mobile Corp.
1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo
II. Acquisition of subsidiary
As a result of the aforementioned tender offer, SOFTBANK now holds 97.64% of the voting rights in Vodafone K.K., which will become its designated subsidiary (tokutei kogaisha) as of April 27, 2006.
1. Outline of the designated subsidiary to be transferred
| 1) Trade name | Vodafone K.K. | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2) Representative | William T. Morrow, Representative Executive Officer and President | |||||||||||||||||||||
| 3) Business address | 2-5-1 Atago, Minato-ku, Tokyo | |||||||||||||||||||||
| 4) Date of incorporation | December 9, 1986 | |||||||||||||||||||||
| 5) Main business | Mobile communications business: the provision of mobile phone services and the sale of handsets that can be used in conjunction with those services | |||||||||||||||||||||
| 6) Financial closing date | March 31 | |||||||||||||||||||||
| 7) Number of employees | 2,628 (as of September 30, 2005) | |||||||||||||||||||||
| 8) Major business locations | Head office, branch offices (in Hokkaido, Tohoku, Tokai, Kansai, Hokuriku, Chugoku, Shikoku, and Kyushu) | |||||||||||||||||||||
| 9) Paid-in capital | 177,251 million yen (as of September 30, 2005) | |||||||||||||||||||||
| 10) Number of outstanding shares | 5,427,946 shares (as of September 30, 2005) | |||||||||||||||||||||
|
11) Principal shareholders and their percentage of shareholdings
(as of September 30, 2005) |
| |||||||||||||||||||||
| 12) Business performance of the most recent fiscal years |
|
2. Date to become designated subsidiary
Thursday, April 27, 2006
III. Future outlook
As the SOFTBANK Group was unable to acquire all outstanding shares in Vodafone K.K., it intends to turn Vodafone K.K. into a wholly-owned subsidiary by invoking the Law on Special Measures for Industrial Revitalization to enter into stock-for-stock exchange(kabusiki-koukan)including stock-for-cash exchange (genkin-koufu), as described in the public announcement concerning the start of the tender offer dated April 4, 2006 and the registration statement of tender offer (koukai kaitsuke todokede mokuromisyo) filed on the same date.
Vodafone K.K. is expected to become a designated subsidiary of SOFTBANK through this tender offer. The impact of this tender offer on financial results for the fiscal year ending March 2007 cannot be determined at the present time.
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