Additional Purchase of Brightstar Global Group Inc. Shares
SoftBank Corp. (the “Company”) announced that it has entered into an agreement with Mr. Marcelo Claure on August 5, 2014 (EDT) to purchase all of the shares of common stock of Brightstar Global Group Inc. (“BGG”), a subsidiary of the Company in the United States, indirectly held by Mr. Marcelo Claure (37.7% of the outstanding shares of BGG) (the “Transaction”). BGG is the parent company (100% ownership) of Brightstar Corp., a wireless distributor located in the United States, and Mr. Marcelo Claure currently serves as President and CEO of both BGG and Brightstar Corp., as well as in various roles at certain of their subsidiaries and joint ventures. Mr. Marcelo Claure's interest in BGG is held through an entity that is 100% owned by him.
Upon the closing of the Transaction, the Company will hold all of the current outstanding shares of BGG common stock. Assuming the exercise of all outstanding BGG stock options granted to employees of BGG and its subsidiaries in accordance with its existing employee stock option plan, and the exercise of the Company's warrants to purchase shares of BGG common stock (for a de minimis exercise price), the Company's fully-diluted ownership of BGG would be 90.8%.
On August 5, 2014 (EDT), the Board of Directors of Sprint Corporation (“Sprint”), a subsidiary of the Company appointed Mr. Marcelo Claure as the new President and CEO of Sprint, effective as of August 11, 2014 (EDT). Mr. Marcelo Claure will resign from his positions as President and CEO of both BGG and Brightstar Corp., as well as from positions held at their various subsidiaries and joint ventures, immediately prior to becoming the President and CEO of Sprint.
1. Purpose of the Transaction
Brightstar Corp. is the world's largest*1 specialized wireless distributor and a leading provider of diversified services focused on enhancing the performance and results of the key participants in the wireless device value chain: manufacturers, operators and retailers. Its services include Supply Chain Solutions, Handset Protection & Insurance, Buyback and Trade-in Solutions, Multi-Channel Retail Solutions, and Financial Services. Today, Brightstar Corp. provides services in over 100 countries and has a local presence in over 50 countries.
Since consolidating Brightstar Corp. in January 2014, the Company has striven to reinforce its mobile communication businesses in Japan and the U.S. mainly through enhancing its purchasing scale of mobile devices. While, through cooperation with Brightstar Corp., the Company is successfully strengthening its mobile communication businesses in Japan and the U.S. as initially expected, it was determined that establishing an integrated management structure with Brightstar Corp. and deepening the collaborative relationship between the Company and Brightstar Corp. would create further synergies. Based in significant part on this, the Company decided to execute the Transaction.
- *1Surveyed by Brightstar Corp.
2. Number of Shares to be Acquired and State of Share Ownership Before and After Transaction
| (1) Number of shares held before the Transaction | 13,527,437.7 shares (Voting rights holding ratio: 62.3%) |
|---|---|
| (2) Number of shares to be acquired | 8,202,137 shares |
| (3) Acquisition price | Approximately USD 298 million (approximately JPY 30.7 billion*2) |
| (4) Number of shares held after the Transaction | 21,729,574.7 shares (Voting rights holding ratio: 100% (before dilution), 90.8% (after dilution)) |
- *2Converted at USD = JPY 103.
3. Timeline
| Execution of share purchase agreement with the seller (entered into by and among the Company, Mr. Marcelo Claure, an entity that is 100% owned by Mr. Marcelo Claure, BGG and Brightstar Corp.) | August 5, 2014 (EDT) |
| Anticipated closing of the Transaction | August 6, 2014 (EDT) |
4. About Brightstar Global Group Inc.
| (1) Name | Brightstar Global Group Inc. | |
|---|---|---|
| (2) Address | Delaware, U.S.A. | |
| (3) Name and title of representative | President and CEO Marcelo Claure | |
| (4) Nature of business | Holding company | |
| (5) Common stock share capital | USD 2,000 (as of March 31, 2014) | |
| (6) Consolidated net assets | USD 1,550 million (as of March 31, 2014) | |
| (7) Consolidated total assets | USD 5,130 million (as of March 31, 2014) | |
| (8) Major shareholders and their holdings | SoftBank Corp. 62.3%, Marcelo Claure 37.7% | |
| (9) Relations between the Company and BGG | Capital | The Company holds 62.3% of BGG's outstanding shares and rights to acquire a certain number of additional common shares of BGG for de minimis value. |
| Personnel | Masayoshi Son, Chairman and CEO of the Company, is currently serving as the chairman of both BGG and Brightstar Corp. Masayoshi Son will resign from these positions in the near future, and Ronald D. Fisher, a director of the Company, will succeed and serve as the chairman of both BGG and Brightstar Corp. Mr. Marcelo Claure will serve as the President and CEO of Sprint, a subsidiary of the Company. | |
| Business | SoftBank Mobile Corp. and SoftBank Telecom Corp., subsidiaries of the Company, sell used mobile devices to subsidiaries of BGG. Subsidiaries of BGG sell mobile devices and accessories to SoftBank Mobile Corp. and Sprint. | |
5. About the Shareholders whose Shares will be Acquired*3
| (1) Name | Marcelo Claure |
|---|---|
| (2) Address | Miami, Florida, U.S.A. |
| (3) Relation between the Company and Mr. Claure | Mr. Claure currently serves as President and CEO of both BGG and Brightstar Corp., as well as in various roles at certain of their subsidiaries and joint ventures. Mr. Claure will resign said posts immediately prior to becoming the President and CEO of Sprint, a subsidiary of the Company, on August 11, 2014 (EDT). |
- *3This section refers to the substantial holder of the shares to be acquired.
6. Successor of Mr. Marcelo Claure
After Mr. Claure has resigned from his positions as President and CEO of BGG and Brightstar Corp., Brightstar Corp. will launch a global search for a new CEO. Mr. Arturo Osorio will be appointed President and Chief Operating Officer of both BGG and Brightstar Corp., and in the interim will report to both of BGG's and Brightstar Corp.'s boards of directors.
7. Impact on the Financial Results
The impact of the Transaction on the financial results of the Company will be minor.
Reference: Structure of the Transaction
- *Percentages based on the number of voting rights before dilution and the number of common shares, and does not include references to outstanding stock options or warrants to purchase shares of Brightstar Global Group Inc. common stock.
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