Absorption-type Merger of a Subsidiary (Shiodome DNET Management Corp.)

SoftBank Corp.

SoftBank Corp. (the “Company”) announces that on February 25, 2015 its Board of Directors has resolved to merge Shiodome DNET Management Corp. (“Shiodome DNET”), a wholly-owned subsidiary of the Company, in an absorption-type merger (the “Merger”), effective as of April 1, 2015. The details of the Merger are as follows.

1. Purpose of the Merger

Shiodome DNET is one of the holding companies that holds shares of the Company's subsidiaries. The Company has decided on the merger to pursue greater efficiency in management of its subsidiaries.

2. Summary of the Merger

(1) Timeline

Resolution of the Board of Directors on the MergerFebruary 25, 2015
Execution of the Merger agreementFebruary 26, 2015 (planned)
Date of the Merger (the effective date)April 1, 2015 (planned)
  • *1
    Given the Merger is a short-form merger as provided in the Article 796-3 (as for the Company) and the Article 784-1 (as for Shiodome DNET) of the Companies Act, the Merger will be conducted without seeking approval at the General Meeting of Shareholders of each company on the execution of the Merger agreement.

(2) Method of the Merger

Absorption-type merger with the Company being the surviving company and Shiodome DNET being dissolved.

(3) Allotment of Shares and Other Properties upon the Merger

Not applicable

(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of the Merged Company

Not applicable

3. Outline of the Companies Subject to the Merger (as of September 30, 2014)

Surviving CompanyMerged Company
(1) Trade nameSoftBank Corp.Shiodome DNET Management Corp.
(2) Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
(3) Name and title of representativeMasayoshi Son
Chairman & CEO
Ippei Mimura
Representative Director
(4) Nature of businessPure holding companyHolding company
(5) Share capitalJPY 238,772 millionJPY 10 million
(6) FoundedSeptember 3, 1981August 27, 2010
(7) Shares outstanding1,200,660,365 shares51 shares
(8) Fiscal year endMarch 31March 31
(9) Principal shareholders and their shareholding ratio
  • Masayoshi Son: 19.26%
  • JP Morgan Chase Bank 380055: 6.03%
  • The Master Trust Bank of Japan, Ltd. (Trust Account): 4.99%
SoftBank Corp.: 100%
(10) Financial position and operating results for the previous fiscal year (Millions of yen)
 Fiscal year ended March 2014 (Consolidated)Fiscal year ended March 2014
Total equity (Net assets)2,830,38254,333
Total assets16,690,12754,458
Equity per share attributable to owners of the parent (Shareholders' equity per share) (Yen)1,624.331,065,360,873
Net sales6,666,651-
Operating income1,077,044(0)
Ordinary income-(36)
Net income attributable to owners of the parent (Net income)520,250(37)
Basic earnings per share attributable to owners of the parent (Net income per share) (Yen)436.95(728,467)
  • *2
    The Company adopts International Financial Reporting Standards (IFRSs) and Shiodome DNET adopts JGAAP. Items where terminology differs between IFRSs and JGAAP are presented together, with JGAAP shown within brackets.

4. Status after the Merger

The Company's trade name, address, name and title of representative, nature of business, share capital and fiscal year end will remain unchanged after the Merger.

5. Future Outlook

As the Merger involves a merger of a wholly-owned subsidiary of the Company, the impact of the Merger on the Company's consolidated financial results will be minor.

(Reference) Forecasts on the consolidated results of operations for the fiscal year ending March 31, 2015 (as disclosed on November 4, 2014) and the actual results of the previous fiscal year

(Millions of yen)
Net salesOperating incomeIncome before income taxNet incomeNet income attributable to owners of the parent
Fiscal year ending March 31, 2015 (forecast)8,000,000900,000---
Fiscal year ended March 31, 2014 (actual)6,666,6511,077,044924,049578,251520,250
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