Acquisition of SOFTBANK IDC Solutions Corp. by Yahoo Japan Corporation
Establishing Strategic Base for the Next Generation Internet Business
SOFTBANK CORP.
Yahoo Japan Corporation (Head office; Minato-ku, Tokyo, President and CEO; Masahiro Inoue; hereafter ‘Yahoo! JAPAN’) announces the acquisition of all shares of SOFTBANK IDC Solutions Corp. (Head office; Shinjuku-ku, Tokyo, CEO; Yutaka Shinto, hereafter ‘IDC’) its company name changed from SOFTBANK IDC Corp. on February 2, 2009*), a consolidated subsidiary of SOFTBANK CORP. (Head office; Minato-ku, Tokyo, Chairman and CEO; Masayoshi Son; hereafter ‘SOFTBANK’) from SOFTBANK. Yahoo! JAPAN will merge IDC by absorption.
The decision this time will enable the early establishment of the Yahoo! JAPAN Group's strategic base for the next generation Internet business by maximizing the synergy effect with IDC, and allow it to make further efforts towards sustainable growth and enhancement of competitiveness of the Internet business and the data center business.
1. Merits for Yahoo! JAPAN
In the Internet business domain, importance of the data center business is highly recognized due to the technical innovations, the changes in processing data volume and the growing demand from companies who require measurements preventing information leakage and seek stable business operation. Also, through the increase of video content on the Internet and the penetration of consumer generated media and community services, the demand for data centers in the Internet business is further growing.
In these circumstances, Yahoo! JAPAN is considering full-fledged entry into cloud computing and open platforms including SaaS which are expanding worldwide in the next generation Internet business domain, therefore the Yahoo! JAPAN Group sees the need to establish a strategic base for the data center business.
Previously, Yahoo! JAPAN procured data centers from operators like IDC, instead of possessing its own. However, the decision this time allows Yahoo! JAPAN to possess its own data center, and secure a flexible system and facility in order to subjectively respond to future demand increase and service enhancement. Yahoo! JAPAN believes it will enable large reduction in data center related costs, efficient procurement, speedy service introduction, and systematic business execution in all areas of its business.
As for the large cost reduction, Yahoo! JAPAN will be able to enjoy several merits including; 1) economy of scale through the rational allocation of huge volume of demands which Yahoo! JAPAN has, and 2) efficiency in data center business by applying ‘unique operational management technology for the large volume server’, both of which are only available when Yahoo! JAPAN acquires IDC.
IDC has already expanded its business domain from facility provision to platforms, and has experience in providing several SaaS related services. Cloud computing domain including SaaS is expected to grow hundreds of billions of yen in size in the future due to the market expansion. Therefore, through this merger, significant progress in Yahoo! JAPAN's detailed deliberations on entering this domain is expected; especially relating to the provision of base, service development, and the sales side of the business.
2. Merits for the SOFTBANK Group
Drastic expansion of the business domain as a data center and establishment of a strong base as an Internet company group will be realized through direct operation of the data center business by Yahoo! JAPAN.
SOFTBANK will further strive to maintain high quality and high competitiveness, maximize the value of the Group as a whole and utilize the synergy effect of the Group for sustainable growth and enhanced competitiveness of the Internet business and the data center business.
Note
1. Details of the subsidiary to be acquired by Yahoo! JAPAN
| Company Name | SOFTBANK IDC Solutions Corp. |
|---|---|
| Representative | Yutaka Shinto |
| Address | 4-29, Yotsuya, Shinjuku-ku, Tokyo |
| Founded | November 17, 1986 |
| Business description | Data center business, IP Network business, Consulting, System establishment and operation |
| Fiscal Year-End | March 31 |
| Number of Employees | 123 (as of the end of March, 2008) |
2. Acquisition price
JPY 45 billion
Acquisition price was decided through negotiation based on the fair market value of net assets at the time of acquisition (including potential deferred tax assets), future cash flows (including synergy effect with the Yahoo! JAPAN Group), and the evaluations calculated by third parties.
3. Number of shares held
(1) SOFTBANK
| Number of shares held before transfer | 200,000 (Ratio of direct ownership: 100.0%) |
|---|---|
| Number of shares to be transferred | 200,000 |
| Number of shares to be held after transfer | 0 (Ratio of direct ownership: 0%) |
(2) Yahoo! JAPAN
| Number of shares held before acquisition | 0 (Ratio of direct ownership: 0%) |
|---|---|
| Number of shares to be acquired | 200,000 |
| Number of shares to be held after acquisition | 200,000 (Ratio of direct ownership: 100.0%) |
4. Schedule of transfer (tentative)
| Date of conclusion of Agreement of Shares | February 23, 2009 |
|---|---|
| Date of Transfer | February 24, 2009 |
- * Prior to this transfer of shares, former SOFTBANK IDC Corp. made a corporate separation of a new company, and the Sales division is operated by new SOFTBANK IDC Corp., a wholly-owned subsidiary of this company.
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