Share Transfer Resulting in Change in Scope of Consolidation of a Subsidiary
SoftBank Corp. (the “Company”) announced that its Board of Directors resolved on January 17, 2013 to approve the transfer of part of the shares (the “Share Transfer”) of eAccess Ltd. (“eAccess”) to 11 third-party purchasers on the same day (details of the 11 third-party purchasers shown in 4. below). eAccess became a wholly-owned subsidiary of the Company pursuant to a share exchange that took effect earlier this year on January 1, 2013.
As a result of the Share Transfer, eAccess becomes an equity method affiliate of the Company.
1. Reason for Share Transfer
eAccess provides mobile communications service under the EMOBILE brand and operates mobile data communications services for its MVNO (Mobile Virtual Network Operator) contractors. The Company decided to transfer a part of its shares in eAccess to the purchasers in order for eAccess to maintain a certain degree of independence, which the Company believes will facilitate the continued expansion of eAccess' business.
In November 2012, the Company explained to the Ministry of Internal Affairs and Communications that it was considering reducing its voting rights in eAccess to less than one-third after making eAccess a wholly-owned subsidiary. The Ministry of Internal Affairs and Communications subsequently reported this to the Radio Regulatory Council (an advisory panel to the Minister of Internal Affairs and Communications) in the same month.
2. Method of Share Transfer
- eAccess acquires all common shares held by the Company on January 17, 2013, and newly issues Class A Shares (without voting rights) and Class B Shares (with voting rights) to allot to the Company.
- * Rights on Class A shares are the same as that of Class B Shares, except for voting rights.
- On the same day, the Company transfers a part of its Class B Shares of eAccess to the purchasers in accordance with the applicable share purchase agreement entered into by the Company and each such purchaser.
3. Outline of eAccess
(1) Name | eAccess Ltd. | ||||||||||||||||||||||||||||||||||||||||||||
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(2) Address | 2-10-1 Toranomon, Minato-ku, Tokyo | ||||||||||||||||||||||||||||||||||||||||||||
(3) Name and title of representative | Eric Gan, Representative Director, President | ||||||||||||||||||||||||||||||||||||||||||||
(4) Business description | Broadband IP Communication Service | ||||||||||||||||||||||||||||||||||||||||||||
(5) Paid-in capital | JPY 18,500 million | ||||||||||||||||||||||||||||||||||||||||||||
(6) Founded | November 1, 1999 | ||||||||||||||||||||||||||||||||||||||||||||
(7) Principal shareholders and percentage (as of January 1, 2013) | SoftBank:100% | ||||||||||||||||||||||||||||||||||||||||||||
(8) Financial results of past 3 years | |||||||||||||||||||||||||||||||||||||||||||||
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4. Purchasers
- * Information not disclosed by a purchaser is stated as “Not disclosed”.
(1) Alcatel-Lucent Participations
(1) Address | 3, avenue Octave Greard 75007 Paris, France |
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(2) Name and title of representative | Thomas Geary, Chairman & CEO |
(3) Business description | Alcatel-Lucent group intermediate holding company |
(4) Paid-in capital | (Not disclosed) |
(5) Founded | July 1985 |
(6) Net assets (consolidated) | (Not disclosed) |
(7) Total assets (consolidated) | (Not disclosed) |
(8) Principal shareholders and percentage (as of December 2012) | Alcatel-Lucent 100% |
(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Alcatel-Lucent group. |
(2) Telefonaktiebolaget L M Ericssons
(1) Address | Torshamnsgatan 21-23 164 83 Stockholm Sweden |
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(2) Name and title of representative | Hans Vestberg, President and CEO |
(3) Business description | Development and manufacturing of wire and wireless telecommunication equipment for public and private network |
(4) Paid-in capital | SEK 16,367 million |
(5) Founded | April 1876 |
(6) Net assets (consolidated) | SEK 143,105 million |
(7) Total assets (consolidated) | SEK 280,349 million |
(8) Principal shareholders and percentage (as of December 2011) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Ericsson group. |
(3) Comverse, Inc.
(1) Address | 200 Quannapowitt Parkway Wakefield, MA 01880, USA |
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(2) Name and title of representative | Philippe Tartavull, President and Chief Executive Officer |
(3) Business description |
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(4) Paid-in capital | 21,923,241 USD |
(5) Founded | November 1997 |
(6) Net assets (consolidated) | 23,381,000 USD |
(7) Total assets (consolidated) | 823,244,000 USD |
(8) Principal shareholders and percentage (as of December 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Comverse group. |
(4) Samsung Asia Pte. Ltd.
(1) Address | 30 Pasir Panjang Road, Mapletree Business City, #17-31/32, Singapore 117440 |
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(2) Name and title of representative | Gregory Lee, CEO & President |
(3) Business description | Wholesale trade and investment holding company |
(4) Paid-in capital | (Not disclosed) |
(5) Founded | July 2006 |
(6) Net assets (consolidated) | (Not disclosed) |
(7) Total assets (consolidated) | (Not disclosed) |
(8) Principal shareholders and percentage (as of December 2012) | Samsung Electronics Co., Ltd. 100% |
(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Samsung group. |
(5) Nokia Siemens Networks Holdings Singapore Ltd.
(1) Address | 438B Alexandra Road, #08-07/10, Alexandra Technopark, Singapore |
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(2) Name and title of representative | Nina Paula Kristina Kiviranta, Director |
(3) Business description | Investment holding company |
(4) Paid-in capital | 10,000 SGD |
(5) Founded | February 1995 |
(6) Net assets (consolidated) | (Not disclosed) |
(7) Total assets (consolidated) | (Not disclosed) |
(8) Principal shareholders and percentage (as of December 2011) | Nokia Siemens Networks Oy 100% |
(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group purchases communications equipment from the Nokia Siemens Networks group. |
(6) Orix Corporation
(1) Address | Mita NN Bldg. 4-1-23 Shiba, Minato-ku, Tokyo |
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(2) Name and title of representative | Makoto Inoue, Director, Representative Executive Officer President and Chief Operating Officer |
(3) Business description | Diversified Financial Services |
(4) Paid-in capital | JPY 144,026 million |
(5) Founded | April 1964 |
(6) Shareholders' equity (consolidated) | JPY 1,415,999 million |
(7) Total assets (consolidated) | JPY 8,186,534 million |
(8) Principal shareholders and percentage (as of September 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Orix Corporation. |
(7) JA Mitsui Leasing, Ltd.
(1) Address | 2-10-2 Higashi Gotanda, Shinagawa-ku, Tokyo |
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(2) Name and title of representative | Yoshinori Yasuda, President & CEO |
(3) Business description | Leasing, installment sales, financing and other associated business |
(4) Paid-in capital | JPY 32,000 million |
(5) Founded | April 2008 |
(6) Net assets (consolidated) | JPY 138,253 million |
(7) Total assets (consolidated) | JPY 1,376,426 million |
(8) Principal shareholders (as of March 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with JA Mitsui Leasing, Ltd. |
(8) Century Tokyo Leasing Corporation
(1) Address | 3 Kanda-neribeicho, Chiyoda-ku, Tokyo |
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(2) Name and title of representative | Shunichi Asada, President & CEO |
(3) Business description | Leasing/installment sales business, financing business |
(4) Paid-in capital | JPY 34,231 million |
(5) Founded | July 1969 |
(6) Net assets (consolidated) | JPY 201,272 million |
(7) Total assets (consolidated) | JPY 2,260,389 million |
(8) Principal shareholders and percentage (as of March 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Century Tokyo Leasing Corporation. |
(9) Fuyo General Lease Co., Ltd.
(1) Address | 3-3-23 Misaki-cho, Chiyoda-ku, Tokyo |
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(2) Name and title of representative | Takashi Sato, President & Chief Executive Officer |
(3) Business description | Leasing |
(4) Paid-in capital | JPY 10,532 million |
(5) Founded | May 1969 |
(6) Net assets (consolidated) | JPY 144,773 million |
(7) Total assets (consolidated) | JPY 1,668,631 million |
(8) Principal shareholders and percentage (as of March 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Fuyo General Lease Co., Ltd. |
(10) Sumitomo Mitsui Finance and Leasing Company, Limited
(1) Address | 3-9-4 Nishi-Shimbashi, Minato-ku, Tokyo |
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(2) Name and title of representative | Yoshinori Kawamura, President & CEO |
(3) Business description | Leasing |
(4) Paid-in capital | JPY 15 billion |
(5) Founded | February 1963 |
(6) Net assets (consolidated) | JPY 535,694 million |
(7) Total assets (consolidated) | JPY 2,907,284 million |
(8) Principal shareholders and percentage (as of March 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Sumitomo Mitsui Finance and Leasing Company, Limited. |
(11) Mitsubishi UFJ Lease & Finance Company Limited
(1) Address | 1-5-1 Marunouchi, Chiyoda-ku, Tokyo |
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(2) Name and title of representative | Tadashi Shiraishi, President & CEO |
(3) Business description |
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(4) Paid-in capital | JPY 33,196 million |
(5) Founded | April 1971 |
(6) Net assets (consolidated) | JPY 420,864 million |
(7) Total assets (consolidated) | JPY 3,682,299 million |
(8) Principal shareholders and percentage (as of March 2012) |
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(9) Relationships with the Company | There is no capital relationship or personnel relationship. The SoftBank Group conducts lease transactions with Mitsubishi UFJ Lease & Finance Company Limited. |
5. Number of Shares to Transfer
The Company will transfer 100 Class B Shares to each of the purchasers listed in the previous section “4. Purchasers.” Transfer prices, which have been determined based on the market value on December 28, 2012 (the business day prior to the effective date of the share exchange), cannot be disclosed according to the agreements between the Company and these purchasers.
6. Capital structure of eAccess before and after the Share Transfer (plan)
(1) Before the Share Transfer
Class of Shares | Shareholder | Number of Shares Held | Ownership % |
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Class A Shares (without voting rights) | The Company | 218,777 shares | 100.00% |
Class B Shares (with voting rights) | The Company | 1,649 shares | 100.00% |
Total | The Company | 220,426 shares | 100.00% |
(2) After the Share Transfer
Class of Shares | Shareholder | Number of Shares Held | Ownership % |
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Class A Shares (without voting rights) | The Company | 218,777 shares | 100.00% |
Class B Shares (with voting rights) | The Company Other shareholders (11 third-parties) | 549 shares 1,100 shares | 33.29% 66.71% |
Total | The Company Other shareholders (11 third-parties) | 219,326 shares 1,100 shares | 99.50% 0.50% |
7. Schedule
January 17, 2013 | The Company | Resolution by the Board of Directors |
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eAccess | Acquisition of all common shares (plan) Issue of Class A Shares and Class B Shares (plan) | |
The Company | Execution of the share purchase agreements (plan) Execution of the Share Transfer (plan) |
8. Future Outlook
The Company and eAccess believe the Share Transfer will have no impact on achieving the benefits expected from making eAccess a wholly-owned subsidiary as originally contemplated, namely (1) shared utilization of mobile communications network, (2) mutual collaboration on efficient operation of base station sites, and (3) creation of synergies, as stated in the “Announcement of Making eAccess Ltd. a Wholly-owned Subsidiary of SoftBank Corp. Through Share Exchange And Business Alliance between SoftBank Mobile Corp. and eAccess Ltd.” dated October 1, 2012.
The Share Transfer is not expected to have a material impact on the Company's consolidated results for the fiscal year ending March 2013.
(Reference) Financial result forecast and actual of the previous period
Sales | Operating Income | Ordinary Income | Net Income | |
---|---|---|---|---|
Forecast (ending March 2013) | - | - | - | - |
Actual (ended March 2012) | 3,202,435 | 675,283 | 573,651 | 313,752 |
The SoftBank Group continues to focus on network expansion and customer acquisition of the mobile communications business for the fiscal year ending March 2013. Such efforts will cause an increase in cost, however with a steady increase in customer base, it is expected that sales and operating income will exceed the level of the fiscal year ended March 2012, and operating income will exceed JPY 700 billion.
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