Details of Offer Price and Other Terms for Shares of Subsidiary (SoftBank Corp., Securities Code: 9434)
SoftBank Group Corp. (“SBG”) announces today that the offer price and other terms of the secondary offering of a portion of its holding of common stock of subsidiary SoftBank Corp. (“SB”) (the “Secondary Offering”), held through its wholly owned subsidiary SoftBank Group Japan Corporation (“SBGJ”), as announced in “Secondary Offering of Shares of Subsidiary (SoftBank Corp., Securities Code: 9434)” dated August 28, 2020, have been determined as follows.
1. Summary of the Secondary Offering
| Class and number of shares to be offered | Common stock of SB (1) Secondary offering through purchase and underwriting by underwriters: 927,490,200 shares Of which, Japanese offering through purchase and underwriting by the underwriters: 624,212,200 shares International offering: 303,278,000 shares (269,754,300 shares to be offered in the international offering through underwriting by the international underwriters and additional 33,523,700 shares, which are subject to the option to acquire additional shares of SB common stock granted to the international underwriters in the international offering) (2) Offering by way of over-allotment: 100,571,200 shares |
| Offer price | JPY 1,204.50 per share |
2. Number of SB shares to be offered, total offer price and number of shares owned by SBGJ before and after the Secondary Offering
| Number of shares held before the Secondary Offering | 2,942,919,470 shares (Shareholding ratio: 62.1%) |
| Number of shares to be offered*1 | 1,028,061,400 shares (Shareholding ratio: 21.7%) |
| Total offer price | JPY 1,238,300 million (JPY 1,204.50 per share) |
| Number of shares to be held after the Secondary Offering | 1,914,858,070 shares (Shareholding ratio: 40.4%) |
The number of shares to be offered and total offer price include the offer by way of over-allotment. The number of shares to be offered, the number of shares held after the Secondary Offering, and the respective shareholding ratios assume that the green shoe option is fully exercised.
Shareholding ratios indicate the ratios of the number of shares to the total number of shares outstanding (excluding treasury stock) of 4,741,145,170 as of March 31, 2020, as reported by SB in its Annual Securities Report for the year ended March 31, 2020.
3. Impact on SBG’s consolidated financial results
SBG expects to record the proceeds from the Secondary Offering of JPY 1,058,045 million in the consolidated financial statements for the six-month period ending September 30, 2020. The amount is the sum of (A) an amount calculated by multiplying 624,212,200 shares, the total number of shares to be offered in Japanese offering through purchase and underwriting by the underwriters as specified in “1. Summary of the Secondary Offering,” by the net proceeds of JPY 1,179.85 per share in such Japanese offering, and (B) an amount calculated by multiplying 269,754,300 shares, the total number of shares to be offered in the international offering through underwriting by the international underwriters as specified in “1. Summary of the Secondary Offering,” by the net proceeds of JPY 1,192.08 per share in such international offering. The proceeds exclude the amount of the proceeds to be received if the green shoe option is exercised (JPY 158,622 million if fully exercised).
Since SB will continue to be a subsidiary of SBG following the Secondary Offering, an amount equivalent to the after-tax gain on the offering will be recorded as capital surplus in the consolidated statement of financial position. In addition, due to the use of loss carryforwards, to which deferred tax assets has not been recognized, against the gain on the offering of SB shares generated at SBGJ, a reduction in income taxes will be recorded as a positive effect on net income. The amount of such effect will be disclosed when necessary.
This document is a press release to announce the offering of common stock of SB, and it has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan, the United States, or elsewhere. With respect to investments in Japan, investors are advised to do so based on their sole judgement after reviewing “the Prospectus on the Offering of Shares” (and revisions thereto, if prepared) prepared by SB.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.
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