Absorption-type Merger of Subsidiaries (Mobiletech Corporation and BB Mobile Corp.)

SoftBank Group Corp.

SoftBank Group Corp. (SBG) announces that on October 22, 2015 its Board of Directors has resolved to merge its wholly-owned subsidiary Mobiletech Corporation (“Mobiletech”) and Mobiletech's wholly-owned subsidiary BB Mobile Corp. (“BB Mobile”) in an absorption-type of merger (the “Merger”), effective as of December 1, 2015 as follows.

1. Purpose of the Merger

Mobiletech and BB Mobile are intermediate holding companies: Mobiletech holds shares of BB Mobile and BB Mobile holds shares of SoftBank Corp. SBG has decided on the Merger to pursue greater efficiency in management of its subsidiaries.

2. Summary of the Merger

(1) Timeline

Merger resolution by the Board of DirectorsOctober 22, 2015
Date of the Merger agreementOctober 23, 2015 (planned)
Date of the Merger (the effective date)December 1, 2015 (planned)
  • *1
    Given the Merger is a short-form merger as provided in the Article 796-2 (as for SBG) and the Article 784-1 (as for Mobiletech and BB Mobile) 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) Merger method

Absorption-type merger with SBG being the surviving company. Both Mobiletech and BB Mobile will be dissolved.

(3) Allotment of shares and other assets upon the Merger

Not applicable

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged companies

All of the stock acquisition rights issued by BB Mobile, the dissolving company, is held by Mobiletech, the dissolving wholly-owning parent company of BB Mobile. Therefore no stock acquisition rights are to be issued by SBG, the surviving company, to the stock acquisition rights holders of BB Mobile, nor any money, etc. is to be delivered in exchange for the stock acquisition rights accompanying the Merger.

3. Outline of the Companies Subject to the Merger

Surviving CompanyDissolving CompanyDissolving Company
(1) Trade nameSoftBank Group Corp.Mobiletech CorporationBB Mobile Corp.
(2) Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo1-9-1 Higashi-shimbashi, Minato-ku, Tokyo1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
(3) Name and title of representativeMasayoshi Son,
Chairman and CEO
Ken Miyauchi,
Representative Director
Ken Miyauchi,
Representative Director
(4) Nature of businessPure holding companyIntermediate holding companyIntermediate holding company
(5) Share capitalJPY 238,772 millionJPY 315,966 millionJPY 315,155 million
(6) FoundedSeptember 3, 1981November 9, 1999June 21, 2001
(7) Shares outstanding1,200,660,365 shares4,223,513 shares4,203,102 shares
(8) Fiscal year-endMarch 31September 30June 30
(9) Principal shareholders and their shareholding ratio
  • Masayoshi Son: 19.26%
  • JP Morgan Chase Bank 380055: 7.05%
  • The Master Trust Bank of Japan, Ltd. (Trust Account): 5.11%
SoftBank Group Corp.: 100%Mobiletech Corporation: 100%
(10) Financial position and operating results for the previous fiscal year (Millions of yen)
 Fiscal year ended March 2015 (Consolidated)Fiscal year ended September 2014Fiscal year ended June 2015
Total equity (Net assets)3,853,177664,5462,067,356
Total assets21,034,169664,5922,073,080
Equity per share attributable to owners of the parent (Shareholders' equity per share) (Yen)2,393.47157,344.40725,234.40
Net sales8,504,135--
Operating income (loss)918,720(46)(27)
Ordinary income-32,4071,361,367
Net income attributable to owners of the parent (Net income)668,36132,4061,361,367
Basic earnings per share attributable to owners of the parent (Net income per share) (Yen)562.207,672.75622,810.38
  • *2
    SBG adopts International Financial Reporting Standards (IFRSs) and Mobiletech and BB Corp. adopt JGAAP. Items where terminology differs between IFRSs and JGAAP are presented together, with JGAAP shown within brackets.
  • *3
    Amounts are rounded off to the nearest units.
  • *4
    SBG's net sales and operating income are presented based on the amounts from continuing operations only.

4. Situation after the Merger

SBG'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 SBG's two wholly-owned subsidiaries, the impact of the Merger on SBG's consolidated financial results will be minor.

Reference: Forecasts on the consolidated results for the fiscal year ending March 2016 (as disclosed on August 6, 2015) and the actuals for the preceding fiscal year

(Millions of yen)
 Net salesOperating incomeNet income attributable to owners of the parent
Forecast for the fiscal year ending March 2016---
Actual for the fiscal year ended March 20158,504,135918,720668,361
  • *
    Currently it is difficult to provide forecasts on the results in figures due to a large number of uncertain factors affecting the earnings. SBG will announce its forecasts on the consolidated results of operations when it becomes possible to make a rational projection.
  • *5
    SBG's revenue and operating income for the fiscal year ended March 2015 are presented based on the amounts from continuing operations only.

(Reference) Structure before & after the Merger

Before the Merger

Before the Merger

After the Merger

After the Merger

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