Absorption-type Merger of a Subsidiary (Shiodome DNET Management 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 Merger | February 25, 2015 |
|---|---|
| Execution of the Merger agreement | February 26, 2015 (planned) |
| Date of the Merger (the effective date) | April 1, 2015 (planned) |
- *1Given 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.
- *1
(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 Company | Merged Company | |
|---|---|---|
| (1) Trade name | SoftBank Corp. | Shiodome DNET Management Corp. |
| (2) Address | 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo | 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo |
| (3) Name and title of representative | Masayoshi Son Chairman & CEO | Ippei Mimura Representative Director |
| (4) Nature of business | Pure holding company | Holding company |
| (5) Share capital | JPY 238,772 million | JPY 10 million |
| (6) Founded | September 3, 1981 | August 27, 2010 |
| (7) Shares outstanding | 1,200,660,365 shares | 51 shares |
| (8) Fiscal year end | March 31 | March 31 |
| (9) Principal shareholders and their shareholding ratio |
| 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) | 2,830,382 | 54,333 |
| Total assets | 16,690,127 | 54,458 |
| Equity per share attributable to owners of the parent (Shareholders' equity per share) (Yen) | 1,624.33 | 1,065,360,873 |
| Net sales | 6,666,651 | - |
| Operating income | 1,077,044 | (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) |
- *2The 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.
- *2
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
| Net sales | Operating income | Income before income tax | Net income | Net income attributable to owners of the parent | |
|---|---|---|---|---|---|
| Fiscal year ending March 31, 2015 (forecast) | 8,000,000 | 900,000 | - | - | - |
| Fiscal year ended March 31, 2014 (actual) | 6,666,651 | 1,077,044 | 924,049 | 578,251 | 520,250 |
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