Acquisition of Preferred Stock, etc. Issued to Vodafone Group
SOFTBANK CORP. (hereafter “the Company”) announces that the Company reached an agreement with Vodafone Group (hereafter “Vodafone”) on the acquisition of class 1 preferred stock and stock acquisition rights issued by the Company's consolidated subsidiary, BB Mobile Corp. (head office: Minato-ku, Tokyo; Representative: Masayoshi Son, hereafter “BBM”) to Vodafone in connection with the acquisition of Vodafone K.K. (currently SOFTBANK MOBILE Corp., head office: Minato-ku, Tokyo; Representative: Masayoshi Son, hereafter “SBM”), and a subordinated loan (long-term borrowings) by SBM from Vodafone. The details are as follows.
1. Transaction Summary
(1) Assets to be acquired from Vodafone
- (a) BBM Class 1 preferred stock – series 1 (1,500,000 shares)
- (b) BBM stock acquisition rights (245)
- (c) Principal and interest of SBM's subordinated loan (long-term borrowings)
(2) Acquisition Cost of Assets
JPY 412.5 billion in total for subparagraphs 1(1) (a) to (c)
(3) Planned Date of Acquisition
In December 2010
(4) Planned Payment Dates
| Timing | Amount | |
|---|---|---|
| 1st payment | In December 2010 | JPY 212.5 billion |
| 2nd payment | April 2, 2012 | JPY 200.0 billion |
(5) Purpose of the Transaction
This transaction will enable the Company to enhance its flexibility in terms of business strategy and financial strategy for SBM.
2. Impact on Consolidated Financial Results
In connection with this transaction, the Company estimates that it will record approximately JPY 5.5 billion of special income in the consolidated financial statements for the third quarter of the fiscal year ending March 31, 2011. However, interest amount for SBM's subordinated loan (long-term borrowings) to be acquired from Vodafone has not yet been determined, as the date of acquisition has not been finalized as of the date of this announcement.
The aforementioned assets to be acquired through this transaction and liabilities and minority interest which were previously recorded on the consolidated balance sheets will offset each other and be eliminated as intercompany transactions. The 2nd payment of JPY 200.0 billion will be recorded as long term accounts payable in the consolidated balance sheets for the third quarter of the fiscal year ending March 31, 2011.
3. Others
There is no change in the Company's aim to reduce its JPY 1,939,520 million of net interest-bearing debt as of the end of March 2009 by half over three years (by the end of March 2012) and to zero over six years (by the end of March 2015). The SOFTBANK Group and Vodafone will continue their close commercial partnership in the future.
Reference
Announcements regarding this transaction
- March 17, 2006: SOFTBANK to acquire Vodafone K.K., to establish mobile communications business alliance with Yahoo! JAPAN
- April 27, 2006: SOFTBANK announces the completion of Vodafone K.K.'s acquisition
- November 17, 2006: Resolution made at the board of directors meeting regarding refinancing of mobile communications business
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