Absorption-type Merger of Subsidiary (SBBM Corp.)
SoftBank Group Corp. (“SBG”) announces that on November 27, 2018 its Board of Directors has resolved to merge its wholly owned subsidiary SBBM Corporation (“SBBM”) in an absorption-type of merger (the “Merger”), effective as of January 1, 2019 as follows.
1. Purpose of the MergerAs SBG has been conducting a reorganization of the SoftBank Group companies both in Japan and overseas, the need of SBBM's role as intermediate holding company has diminished. With this, SBG has decided on the Merger to pursue greater efficiency in management of subsidiaries.
2. Summary of the Merger
|Merger resolution by the Board of Directors||November 27, 2018|
|Date of the Merger agreement||November 27, 2018|
|Date of the Merger (the effective date)||January 1, 2019 (planned)|
- *1Given the Merger is a short-form merger as provided in the Article 796-2 (as for SBG) and the Article 784-1 (as for SBBM) 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. SBBM will be dissolved.
(3) Allotment of shares and other assets upon the Merger
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged companies
3. Outline of the Companies Subject to the Merger
|Surviving Company||Dissolving Company|
|(1) Trade name||SoftBank Group Corp.||SBBM Corp.|
|(2) Address||1-9-1 Higashi-shimbashi, Minato-ku, Tokyo||1-9-1 Higashi-shimbashi, Minato-ku, Tokyo|
|(3) Name and title |
|Masayoshi Son, |
Chairman & CEO
|Yoshimitsu Goto, |
|(4) Nature of business||Pure holding company||Holding company|
|(5) Share capital||JPY 238,772 million||JPY 10 million|
|(6) Founded||September 3, 1981||December 12, 1988|
|(7) Shares outstanding||1,100,660,365 shares||216,896 shares|
|(8) Fiscal year-end||March 31||March 31|
|(9) Principal shareholders |
and their shareholding ratio
|SoftBank Group Corp.: 100%|
(10) Latest FY financial position and results of operation
|Fiscal year ended March, 2018|
|Fiscal year ended March, 2018|
|Total equity (Net assets)||6,273,022||374,506|
|Equity per share attributable |
to owners of the parent
(Shareholders' equity per share)
|Operating income (loss)||1,303,801||(7)|
|Net income attributable to owners |
of the parent (Net income)
|Basic earnings per share |
attributable to owners of the parent
(Net income per share) (Yen)
- *2SBG adopts International Financial Reporting Standards (IFRSs) and SBBM adopts JGAAP. Where terminology of the item differs between IFRSs and JGAAP, both are presented, with JGAAP terminology is shown in brackets.
- *3Amount is rounded off to the nearest unit.
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 wholly owned subsidiary, the impact of the Merger on SBG's consolidated financial results will be minor.
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