Establishment of Subsidiary through Incorporation-type Company Split of Subsidiary
SoftBank Group Corp. (“SBG”) announced today that its wholly owned subsidiary SoftBank Group Japan Corporation (“SBGJ”) decided on an incorporation-type company split, in which all the rights and obligations of SBGJ in relation to fund procurement using shares of Alibaba Group Holding Limited (“Alibaba”) held by SBGJ will be transferred into a newly-established company, Skybridge Corporation (“Skybridge”) (the “Company Split”). Concurrently, SBGJ decided to deliver all the shares of Skybridge, which will be allocated to SBGJ through the Company Split, to SBG as a dividend of surplus. The details are as below.
1. Purpose of establishment of subsidiary through the Company Split
SBGJ is a wholly owned subsidiary of SBG and holds shares in Alibaba and SoftBank Corp., which are the most material investment assets of SBG. By carving out Alibaba shares held by SBGJ that are being used to procure funds and having Skybridge hold them, the Company Split is intended to improve SBGJ’s management efficiency.
2. Outline of the new subsidiary
| Newly incorporated company (Scheduled on October 1, 2020) | |
| (1) Trade name | Skybridge Corporation |
| (2) Address | 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo |
| (3) Name of representative | Norikazu Oba, Representative Director |
| (4) Founded | October 1, 2020 (scheduled) |
| (5) Nature of business | Holding company |
| (6) Share capital | JPY 1 million |
| (7) Number of shares issued | 1,000,000 shares |
| (8) Fiscal year-end | March 31 |
| (9) Shareholder and its shareholding ratio | SoftBank Group Corp.: 100% |
| Net sales | ― |
| Operating income | ― |
| Ordinary income | ― |
| Net income | ― |
| Total assets | ― |
| Net assets | ― |
As Skybridge Corporation is to be incorporated through the Company Split, there are no figures for net sales, etc.
3. Outline of the splitting company
| Splitting company (as of August 19, 2020) | |
| (1) Trade name | SoftBank Group Japan Corporation |
| (2) Address | 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo |
| (3) Name of representative | Masayoshi Son, Representative Director |
| (4) Founded | January 26, 2001 |
| (5) Nature of business | Holding company |
| (6) Share capital | JPY 188,797 million (as of August 19, 2020) |
| (7) Number of shares issued | 155,974,137 shares (as of August 19, 2020) |
| (8) Fiscal year-end | March 31 |
| (9) Shareholder and its shareholding ratio | SoftBank Group Corp.: 100% |
| Net sales (fiscal year ended March 31, 2020; the same applies hereafter) | ― |
| Operating income | JPY 37 million loss |
| Ordinary income | JPY 276,900 million |
| Net income | JPY 643,385 million |
| Total assets | JPY 2,635,088 million |
| Net assets | JPY 2,113,216 million |
4. Number of shares to be acquired, acquisition price, and share ownership before and after acquisition
| (1) Number of shares held before transfer | - shares |
| (2) Number of shares to be acquired | 1,000,000 shares |
| (3) Acquisition price | Delivered to SBG as a dividend of surplus |
| (4) Number of shares held after transfer | 1,000,000 shares (number of voting rights: 1,000,000) (voting rights holding ratio: 100%) |
5. Timeline
| Decision of the directors of SBGJ | August 19, 2020 |
| Resolution by Shareholders' Meeting of SBGJ | September 23, 2020 (scheduled) |
| Effective date of the Company Split | October 1, 2020 (scheduled) |
6. Future outlook
As both the companies involved in the Company Split are wholly owned subsidiaries of SBG, the impact of the Company Split on SBG’s consolidated financial results will be minor.
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