Acquisition of Shares by a Subsidiary
SOFTBANK CORP. (hereinafter ‘The Company’ announces as follows that SOFTBANK TELECOM Corp. (Head office: Minato-ku, Tokyo, Representative: Masayoshi Son, hereinafter ‘SBTM’), a consolidated subsidiary of the Company, resolved at the meeting of the board of directors held today to acquire additional shares of JAPANTELECOM INVOICE CO., LTD. (Head office: Minato-ku, Tokyo, Representative: Ikuo Kimura, hereinafter ‘JTI’) to make it a consolidated subsidiary of SBTM.
1. Name and other information of the relevant subsidiary
| (1)Company name | SOFTBANK TELECOM Corp. |
|---|---|
| (2)Representative | Chairman & CEO, Representative Director; Masayoshi Son |
| (3)Location | 1-9-1, Higashi-Shimbashi Minato-ku, Tokyo |
2. Rationale of share acquisition
SBTM and INVOICE INC. (Head office: Minato-ku, Tokyo, Representative: Ikuo Kimura, hereinafter ‘INVOICE’) established JTI in August 2005 as a joint venture to sell voice communication service centered on ‘Otoku Line,’ fixed-line telecommunication service provided by SBTM and to invoice and collect charges of this service and JTI has focused on strengthening sales of ‘Otoku Line’ primarily to small-and-medium-sized businesses.
As a result, the number of lines of ‘Otoku Line’ acquired by JTI accounts for 50% *1 out of 920,000 lines for corporate users as of December 2007. JTI also estimates to record JPY 33 billion as net sales and JPY 2.5 billion as operating income in the earnings results (estimate) *2 for the year ended March 2008.
SBTM has decided to acquire all the shares of JTI held by INVOICE to make JTI a wholly-owned subsidiary of SBTM in order to further reinforce sales of ‘Otoku Line’ and mobile handsets to small-and-medium-sized businesses.
- *1 Calculated based on the materials of earnings results of INVOICE INC. for the 3rd quarter of the year ended March 2008
- *2 Excerpted from the materials of earnings results of INVOICE INC. for the 3rd quarter of the year ended March 2008
3. Company profile of the company to become a subsidiary
| (1)Company name | JAPANTELECOM INVOICE CO., LTD. | ||||||||||||||||||||||||||||
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| (2)Representative | President, Representative Director Ikuo Kimura | ||||||||||||||||||||||||||||
| (3)Location of Head Office | 1-9-1, Higashi-Shimbashi Minato-ku, Tokyo | ||||||||||||||||||||||||||||
| (4)Paid-in Capital | JPY 20.0bn | ||||||||||||||||||||||||||||
| (5)Founded | 12 August 2005 *3 | ||||||||||||||||||||||||||||
| (6)Business outline | Sale of ‘Otoku Line,’ a direct connection voice service provided by SOFTBANK TELECOM, invoicing and collection of telephone service charges of ‘Otoku Line’ and ‘My Line’ | ||||||||||||||||||||||||||||
| (7)Fiscal term ends | 31 March | ||||||||||||||||||||||||||||
| (8)Number of employees | 355 (as of 31 March 2008) | ||||||||||||||||||||||||||||
| (9)Number of outstanding shares | 600,000 shares | ||||||||||||||||||||||||||||
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(10)Shareholders
(as of 31 March 2008) |
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| (11)Business performance for the last three fiscal years |
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- *3 In addition to foundation of the company, a dormant company held by SBTM at that time (then company name: JAPAN TELECOM CO., LTD.) went through reorganization and change of company name.
- *4 Excerpted from the materials of earnings results of INVOICE INC. for the 3rd quarter of the year ended March 2008
4. Share transferee
| (1)Company name | INVOICE INC. |
|---|---|
| (2)Representative | President, Representative Director Ikuo Kimura |
| (3)Location of Head Office | 4-1-23, Shiba, Minato-ku, Tokyo |
| (4)Business outline |
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5. Number of shares to acquire and share holding status before and after acquisition and acquisition value
| (1)Number of shares held before acquisition |
89,400 shares
(Holding proportion 14.9%) |
|---|---|
| (2)Number of shares to acquire | 510,600 shares |
| (3)Number of shares held after acquisition |
600,000 shares
(Holding proportion 100.0%) |
| (4)Acquisition value | JPY 25.5 billion |
6. Schedule of change
| 25 April 2008 | Resolution by the board of directors and conclusion of share transfer agreement |
|---|---|
| 28 April 2008 | Share transfer (tentative) |
7. Impact from the change
JTI is to become a subsidiary of the Company (in the scope of consolidation) after the relevant share acquisition. The share acquisition will have negligible impact on the consolidated earnings results of the Company.
Also, there will be no change in the cooperative relation with INVOICE regarding business operation and capital stock through the share acquisition.
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