SOFTBANK announces the completion of Vodafone K.K.’s acquisition
SOFTBANK CORP. (“SOFTBANK”) announced that its wholly-owned subsidiary, BB Mobile Corp. (Head office: Minato-ku, Tokyo; Representative: Masayoshi Son, hereinafter “BB Mobile”), completed payment concerning the recent tender offer for shares of Vodafone K.K. (Head office: Minato-ku, Tokyo; Representative: William T. Morrow, hereinafter “Vodafone”) and acquired 5,299,814 shares of Vodafone. Today, BB Mobile also acquired all shares in Metrophone Service Co., Ltd. (Head office: Minato-ku, Tokyo; Representative: John Durkin; hereinafter “Metrophone”) as well as its 103,099 shares in Vodafone that it owned. As a result, BB Mobile now holds 5,402,913 shares in Vodafone (99.5% of outstanding shares).
Through this payment, BB Mobile has completed the capital increase through third-party allotment of common shares (200 billion yen) to SOFTBANK’s wholly-owned subsidiary, Mobiletech Corporation (Head office: Minato-ku, Tokyo; Representative: Junichi Miyakawa) as well as through third-party allotment of preferred shares (total of 220 billion yen) to Vodafone Group Plc (Head office: London, U.K.; Chief Executive: Arun Sarin) and SOFTBANK’s consolidated subsidiary, Yahoo Japan Corporation (Head office: Minato-ku, Tokyo; Representative: Masahiro Inoue). BB Mobile has also obtained a subordinated loan of 100 billion yen from Vodafone International Holdings B.V., and in addition obtained a loan of approximately 1.16 trillion yen, based on the bridging facility agreement for a total of 1.28 trillion yen from a total of 17 institutions that includes 7 financial institutions* serving as mandated lead arrangers, thus completing all transactions concerning the tender offer as scheduled.
With the completion of the Vodafone acquisition, the SOFTBANK Group will continue striving to create a truly ubiquitous society.
1. Outline of Metrophone
| (1) Trade name | Metrophone Service Co., Ltd. |
|---|---|
| (2) Representative | John Durkin |
| (3) Location | 2-5-1 Atago, Minato-ku, Tokyo |
| (4) Date of incorporation | June 6, 1991 |
| (5) Main business | Commissioned research on automobile telephone/mobile phone technologies and markets |
| (6) Capital | 100 million yen |
- * The representative of Metrophone has changed to Ken Miyauchi as of today.
2. Acquisition of Metrophone
| (1) Acquisition cost | 32,245 million yen |
|---|---|
| (2) Settlement date | April 27, 2006 |
3. Others
In the event that the SOFTBANK Group is unable to acquire all Vodafone shares (excluding treasury shares), it intends to turn Vodafone into a wholly-owned subsidiary by invoking the Law on Special Measures for Industrial Revitalization to compel remaining shareholders to surrender their shares in exchange for cash.
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*
Seven financial institutions serving as mandated lead arrangers:
- Deutsche Bank AG, Tokyo Branch
- Mizuho Corporate Bank, Ltd.
- Citibank, N.A., Tokyo Branch
- Goldman Sachs (Japan) Ltd., Tokyo Branch
- Sumitomo Mitsui Banking Corporation
- Calyon, Tokyo Branch
- WestLB AG, Tokyo Branch
Reference
Related press releases
| March 17, 2006 | SOFTBANK to acquire Vodafone K.K., to establish mobile communications business alliance with Yahoo! JAPAN |
|---|---|
| April 3, 2006 | Announcement concerning the start of a tender offer by BB Mobile |
| April 4, 2006 | SOFTBANK appoints seven financial institutions to serve as mandated lead arrangers in the financing of its purchase of Vodafone’s Japanese unit |
| April 25, 2006 | Announcement of the results of the tender bid offer by BB Mobile and the change in the specified subsidiary |
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