Transfer of Shares of Domestic Subsidiaries and Affiliates to SoftBank Corp.
Transfer of Shares of Domestic Subsidiaries and Affiliates
to SoftBank Corp.
March 29, 2018
SoftBank Group Corp.
SoftBank Group Corp. (“SBG”) and SoftBank Corp. (“SB”) announce that all of the shares of 12 domestic subsidiaries and affiliates, held by SoftBank Group International GK (“SBGI”), a wholly-owned subsidiary of SBG, will be transferred to SB through an in-kind contribution (the “Transfer”) as follows.
1. Outline of the Transfer
SBG has been conducting a reorganization of SoftBank Group (the “Group”) companies both in Japan and overseas in an effort to further clarify its position as a strategic holding company. As a part of this effort, SBG will pool its domestic businesses into SB, a company that plays a central role in the Group, to achieve further growth and agility.
SB aims to further strengthen its management foundation as an operating company by deploying its business in a wide range of sectors while pursuing synergies with each of those companies subject to the Transfer.
All of the shares subject to the Transfer will be subsequently transferred to SB from SBGI through an in-kind contribution going forward.
2. Outline of the Companies Subject to the Transfer
SB Media Holdings Corp.
|(1)||Trade name||SB Media Holdings Corp.|
|(2)||Address||2-4-5, Roppongi, Minato-ku, Tokyo|
|(3)||Name and title of representative||Kosei Tsuchihashi, President|
|(4)||Nature of business||Intermediate holding company, which holds 10,457,400 shares, or 53.8% of voting rights, as of December 31, 2017 * in ITmedia Inc. (stock code: 2148, TSE Mothers)|
|(5)||SBG voting ratio||100%|
SB Media Holdings Corp. and an SBG subsidiary Yahoo Japan Corporation collectively hold 58.0% of voting rights in ITmedia Inc. as of December 31, 2017.
SoftBank Technology Corp.
|(1)||Trade name||SoftBank Technology Corp.|
|(2)||Address||6-27-30, Shinjuku, Shinjuku-ku, Tokyo|
|(3)||Name and title of representative||Shinichi Ata, President & CEO|
|(4)||Nature of business||Provision of online business solutions and services|
|(5)||Stock code||4726 (TSE First Section)|
|(6)||SBG voting ratio||54.6% (as of December 31, 2017)|
|(1)||Trade name||Vector Inc.|
|(2)||Address||8-14-24 Nishi-shinjuku, Shinjuku-ku, Tokyo|
|(3)||Name and title of representative||Nobuhiro Kajinami, President & CEO|
|(4)||Nature of business||Operation, sales and marketing of online games, PC software downloads sales, advertising business|
|(5)||Stock code||2656 (TSE JASDAQ Standard)|
|(6)||SBG voting ratio||42.4% (as of December 31, 2017) *|
SBG and its subsidiary Yahoo Japan Corporation collectively hold 52.1% of voting rights in Vector Inc. as of December 31, 2017.
|(1)||Trade name||Geniee, Inc.|
|(2)||Address||7-20-1 Nishishinjuku Shinjuku-ku Tokyo|
|(3)||Name and title of representative||Tomoaki Kudo, President and CEO|
|(4)||Nature of business||Ad Technology Business|
|(5)||Stock code||6562 (TSE Mothers)|
|(6)||SBG voting ratio||32.8% (as of December 31, 2017) *|
SBG and its subsidiary Yahoo Japan Corporation collectively hold 33.5% of voting rights in Geniee, Inc. as of December 31, 2017.
|(1)||Trade name||Scigineer Inc.|
|(2)||Address||1-22-5, Hamamatsu-cho, Minato-ku, Tokyo|
|(3)||Name and title of representative||Shinichiro Yoshii, CEO|
|(4)||Nature of business||Provision of Internet marketing support services using the personalized engine “deqwas” for e-commerce business operators and retailers|
|(5)||Stock code||6031 (TSE Mothers)|
|(6)||SBG voting ratio||31.3% (as of December 31, 2017) *|
SBG and its subsidiary SoftBank Technology Corp. collectively hold 32.6% of voting rights in Scigineer Inc. as of December 31, 2017.
Other companies subject to the Transfer: QUADRAC., CO., LTD., SB Gift Corp., SB Players Corp., Sports Live Entertainment Corporation, Telecom Service Co., Ltd., Viewn Corp., and Wireless City Planning Inc.
3. Outline of SoftBank Corp. (Transferee of the Transfer)
|(1)||Trade name||SoftBank Corp.|
|(2)||Address||1-9-1 Higashi-shimbashi, Minato-ku, Tokyo|
|(3)||Name and title of representatives|
|(4)||Nature of business||Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services|
|(5)||Share capital||177,251 million yen|
|(6)||Founded||December 9, 1986|
|(7)||Principal shareholders and their shareholding ratio||SBGI 99.99%|
|(8)||Relation-ship with SBG||Capital relationship||SBG is the parent company that owns 99.99% of voting rights of SB through SBGI, a subsidiary wholly owned by SBG.|
Masayoshi Son, Chairman & CEO of SBG, concurrently serves as Chairman of SB, and Ken Miyauchi, Representative Director, President & COO of SBG, concurrently serves as President & CEO of SB.
In addition, 2 corporate officers of SBG concurrently serve as directors of SB, and 1 corporate officer of SBG concurrently serves as an audit & supervisory board member of SB.
|Business relationship||Not applicable|
4. Impact on SBG's financial results
The impact of the Transfer on SBG's consolidated financial results will be minor.
Before the Transfer
After the Transfer
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