Merger of two consolidated subsidiaries
SOFTBANK CORP. announces that the board of directors of both BB TECHNOLOGY Corp. (Head office: Minato-ku, Tokyo; representative: Masayoshi Son, hereinafter “BBT”) and SOFTBANK BB Corp. (Head office: Minato-ku, Tokyo; representative: Masayoshi Son, hereinafter “SBB”) resolved a merger today as follows:
1. Purpose of merger
Within the SOFTBANK Group (hereinafter “the Group”), BBT is in charge of ADSL business and SBB is responsible for the content, FTTH and distribution businesses etc. They are core companies that have a central role in the Broadband Infrastructure business segment. Due to the addition of the Mobile business to the Group, during the current fiscal year, the need to pursue further synergies has increased among the three telecommunication businesses: the Mobile Communication business, the existing Broadband Infrastructure and the Fixed-line Telecommunications businesses. The merger of the two companies will facilitate the reconstruction of the Broadband Infrastructure business.
The distribution business will continue to be managed from the Commerce & Service Division of SBB after the merger.
2. Outline of merger
(1) Merger schedule
| February 26, 2007 | Board of directors meeting (BBT and SBB) held to approve merger agreement |
|---|---|
| February 28, 2007 | Extraordinary General Shareholders' Meeting to approve merger agreement (planned) |
| March 31, 2007 | Effective date of merger (planned) |
(2) Method of merger
The merger will be executed by absorption; BBT is the surviving company and will change its corporate name to SOFTBANK BB Corp. after the merger.
(3) Shares to be issued upon merger
BBT will issue 1 common share upon merger in exchange to the SBB shareholders who are registered or recorded on the latest SBB shareholders' list as of the previous day of the effective merger date.
(4) Capital and capital reserve to be increased for the merger
No increase in capital or capital reserve of BBT will occur due to the merger.
3. Outline of companies concerned (as of February 1, 2007)
| Corporate name | BB TECHNOLOGY Corp. (surviving company) | SOFTBANK BB Corp. (company to be absorbed) |
|---|---|---|
| Business activities | Offer ADSL service | Offer FTTH and content services, distribution etc. |
| Location of head office | 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo | 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo |
| Representative | Masayoshi Son | Masayoshi Son |
| Established | May 16, 2000 | December 1, 2006 |
| Capital | 120,301 million yen | 30,000 million yen |
| Principal shareholders and ownership ratio |
| SOFTBANK CORP. 100% |
4. Outline of surviving company (after the merger)
| Corporate name | SOFTBANK BB Corp. |
|---|---|
| Business activities | Offer ADSL, FTTH and content services, distribution etc. |
| Location of head office | 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo |
| Representative | Masayoshi Son |
| Capital | 120,301 million yen |
| Principal shareholders and ownership ratio |
|
| Settlement period | March 31 |
5. Impact on business results
Impact on the consolidated results will be minor.
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