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Reorganization of Group Companies

SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) announces that on March 7, 2016 its Board of Directors has resolved to conduct a reorganization of Group companies under SBG (the “Reorganization”) as follows accompanied by the transfer of subsidiaries.

1. Outline of the Reorganization

SBG has decided to materialize its previously announced strategic direction, which is to position its two core businesses (domestic operations and global operations) as future growth drivers.

In accordance with this strategic direction, SBG will place a global operations management company and a domestic operations management company in Japan, led by Nikesh Arora and Ken Miyauchi respectively, to clarify the roles and responsibilities as well as realize flexible Group management. Nikesh Arora and Ken Miyauchi concurrently serve as Representative director, president & COO of SBG, and Director of SBG respectively.

The investment securities held by SBG will be transferred to each operations management company in phases. This transaction may include the method of contributions in kind. The investment securities of global subsidiaries and affiliates such as Starburst Ⅰ, Inc. (a holding company that holds the shares of Sprint Corporation) and Alibaba Group Holding Limited are projected to be transferred primarily to the global operations management company from SBG. The investment securities of domestic subsidiaries and affiliates such as SoftBank Corp. and Yahoo Japan Corporation are projected to be transferred primarily to the domestic operations management company from SBG. The timing and method of the transfer will be left to the discretion of Masayoshi Son, Chairman & CEO of SBG. The transfer is due to complete by December 31, 2016.

The transfer will be conducted after addressing any procedures required, including approval of SBG's General Meeting of Shareholders, consent from all related parties including regulatory agencies, and compliance with relevant laws and regulations and any contractual matters.

Image of Reorganization

Image of Reorganization

2. Outline of domestic operations management company and global operations management company

The two operations management companies will be placed by utilizing SBG's existing wholly-owned subsidiaries. The below outline presents the information as of March 7, 2016.

(1) Trade nameDomestic operations management company (tentative name)Global operations management company (tentative name)
(2) Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
(3) Name and title of representativeCEO: Ken Miyauchi
(Director of SBG)
CEO: Nikesh Arora (Representative director, president & COO of SBG)
(4) Nature of businessIntermediate holding companyIntermediate holding company
(5) Share capital10 million yen10 million yen
(6) FoundedJune 14, 1991January 26, 2001
(7) Principal shareholders and their shareholding ratioSoftBank Group Corp. 100%SoftBank Group Corp. 100%
(8) Relationship with SBGCapital relationshipSBG is the parent company that owns 100% of voting rights of the company.SBG is the parent company that owns 100% of voting rights of the company.
Personnel relationshipKen Miyauchi, Director of SBG, will also serve as representative of the company.Nikesh Arora, Representative director, president & COO of SBG, will also serve as representative of the company.
Business relationshipNot applicableNot applicable
[Note]
  • *1
    Financial position and operating results of domestic operations management company and global operations management company (both names are tentative) in the past 3 years are omitted, since both companies have not conducted any business operations since the fiscal year ended March 2013.

3. Outline of main companies planned to be transferred from subsidiary to sub-subsidiary

SoftBank Corp.

(1) Trade nameSoftBank Corp.
(2) Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
(3) Name and title of representativeMasayoshi Son, Chairman
Ken Miyauchi, President & CEO
(4) Nature of businessProvision of mobile communications services, sales of mobile devices, provision of fixed-line telecommunications and ISP services
(5) Share capital177,251 million yen
(6) FoundedDecember 9, 1986
(7) Principal shareholders and their shareholding ratioSoftBank Group Corp. 99.99%
(8) Relationship with SBGCapital relationshipSBG is the parent company that owns 99.99% of voting rights of the company.
Personnel relationship2 directors, and 1 corporate officer of SBG also serve as directors of the company, and 1 corporate officer and 1 audit & supervisory board member of SBG also serve as audit & supervisory board members of the company.
Business relationshipNot applicable
(9) Financial position and operating results in the past 3 years*2 (Japan GAAP: consolidated)
(Millions of yen)
 Fiscal year ended March 2015Fiscal year ended March 2014Fiscal year ended March 2013
Net assets1,896,4571,679,6291,433,990
Total assets3,615,1203,457,4253,169,670
Shareholders' equity per share (Yen)426,800307,817350,427
Net sales2,536,6232,517,5892,315,088
Operating income505,877472,048459,651
Ordinary income493,171464,965463,910
Net income320,657286,428291,207
Net income per share (Yen)77,71957,40471,162
Dividend per share (Yen)Common stock: 22,505
Class 1 Preferred Shares: -
Common stock:
-
Class 1 Preferred Shares: 38,569
Common stock: 128,295
Class 1 Preferred Shares: -
[Notes]
  • *2
    SoftBank Corp. absorbed SoftBank BB Corp., SoftBank Telecom Corp., and Ymobile Corporation on April 1, 2015. “(9) Financial position and operating results in the past 3 years” provides the financial position and operating results of SoftBank Corp. before the absorption.
  • *3
    Amounts less than one million yen are omitted.

Starburst Ⅰ, Inc.

(1) Trade nameStarburst Ⅰ, Inc.
(2) AddressDelaware, USA
(3) Name and title of representativeRonald D. Fisher, President
(4) Nature of businessIntermediate holding company
(owns 3,076,525,523 shares of Sprint Corporation (voting ratio of 77.5%) as of December 31, 2015)
(5) Share capital216,000 U.S. dollars
(6) FoundedOctober 5, 2012
(7) Principal shareholders and their shareholding ratioSoftBank Group Corp. 100%
(8) Relationship with SBGCapital relationshipSBG is the parent company that owns 100% of voting rights of the company.
Personnel relationship1 director and 2 corporate officers of SBG also serve as directors of the company.
Business relationshipNot applicable
(9) Financial position and operating results in the past 3 years (IFRS; non-consolidated)
(Thousands of U.S. dollars)
 Fiscal year ended March 2015Fiscal year ended March 2014Fiscal year ended March 2013
Net assets21,692,82921,684,3183,104,724
Total assets21,693,40121,684,6453,105,964
Shareholders' equity per share
(U.S. dollar)
999,623999,6921,000
Net sales000
Operating income(313)(9,024)(276)
Net income111(5,406)(276)
Net income per share
(U.S. dollar)
5(249)0
Dividend per share---
[Note]
  • *4
    Amounts are rounded off to the nearest units.

4. Schedule

Placement of global operations management company and domestic operations management companyMarch 2016
Transfer of shares of subsidiaries and associates from SBG to each operations management companyIn phases starting March 2016
Approval of SBG's General Meeting of Shareholders (if necessary for the shares transferred from SBG)June 2016 (planned)

5. Future Outlook

The impact of the Reorganization on SBG's consolidated financial results for the fiscal year ending March 2016 and fiscal year ending March 2017 will be minor. The impact on SBG's non-consolidated financial results will be announced when available.

(Reference) Forecast for the fiscal year ending March 2016 (as disclosed in February 10, 2016) and actual for the fiscal year ended March 2015

(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 2015*68,504,135918,720668,361
[Notes]
  • *
    Currently it is difficult to provide forecasts on the results in figures due to a large number of uncertain factors affecting earnings. SBG will announce its forecasts on consolidated results of operation when it becomes possible to make a rational projection.
  • *5
    Amounts are rounded off to the nearest units.
  • *6
    SBG's consolidated net sales and operating income for the fiscal year ended March 2015 are presented based on figures from continuing operations only.
  • Releases, announcements, presentations and other information available from this page and elsewhere on this website were prepared based on information available and views held at the time of preparation and speak only as of the respective dates on which they are filed or used by SoftBank Group Corp. or the applicable group company, as the case may be. Such information is subject to change and may become out-of-date. Such information may also contain forward-looking statements which are by their nature subject to various risks and uncertainties that may cause actual results and future developments to differ materially from those expressed or implied by such statements. Please read legal notices in its entirety prior to viewing any information available on this website.

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