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Absorption-type Merger of Subsidiary (Net Culture GK)

SoftBank Group Corp.

SoftBank Group Corp. (“SBG”) today announced that its Board of Directors has resolved to merge its wholly owned subsidiary Net Culture GK (“Net Culture”) in an absorption-type of merger (the “Merger”), effective as of July 1, 2021 as follows.

1. Purpose of the Merger

SBG decided on the Merger to pursue greater efficiency in its holding structure for investment securities.

2. Summary of the Merger

(1) Timeline
Merger resolution by the Board of DirectorsMay 21, 2021
Date of the Merger agreementMay 21, 2021
Date of the Merger (the effective date)July 1, 2021 (planned)
  • Given the Merger is a short-form merger for SBG as provided in the Article 796-2 of the Companies Act, the Merger will be conducted without seeking approval at the General Meeting of Shareholders of SBG on the execution of the Merger agreement.

(2) Merger method

Absorption-type merger with SBG being the surviving company. Net Culture will be dissolved.

(3) Allotment of shares and other assets upon the Merger

Not applicable

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged companies

Not applicable

3. Outline of the Companies Subject to the Merger

 Surviving CompanyDissolving Company
(1) Trade nameSoftBank Group Corp.Net Culture GK
(2) Address1-7-1, Kaigan, Minato-Ku,
Tokyo
1-7-1, Kaigan, Minato-Ku,
Tokyo
(3) Name and title of
representative
Masayoshi Son,
Representative Director,
Corporate Officer, Chairman & CEO
Norikazu Oba,
Executive Officer
(4) Nature of businessPure holding companyAcquisition, holding, and management of
investment securities
(5) Share capitalJPY 238,772 millionJPY 81 million
(6) FoundedSeptember 3, 1981March 19, 2001
(7) Shares outstanding
(as of March 31, 2021)
2,089,814,330 shares
(8) Fiscal year-endMarch 31March 31
(9) Principal shareholders and
their shareholding ratio
(as of September 30, 2020)
Masayoshi Son: 24.61%
The Master Trust Bank of Japan, Ltd. (Trust Account): 11.58%
Custody Bank of Japan, Ltd. (Trust Account): 6.26%
SoftBank Group Corp.: 100%
(10) Latest FY financial position and results of operation(JPY million)
 Fiscal year ended
March 2021
(Consolidated)
Fiscal year ended
March 2021
(Stand-alone)
Total equity (Net assets)11,955,593765,711
Total assets45,750,453950,265
Equity per share attributable to owners of the parent
(Shareholders’ equity per share) (JPY)
5,588.80
Net sales5,628,167
Operating income (loss)(2)
Ordinary income(4,066)
Net income attributable to owners of the parent
(Net income)
4,987,962(18,872)
Basic earnings per share
(Net income per share) (JPY)
2,619.61
  • SBG adopts International Financial Reporting Standards (IFRSs) and Net Culture adopts JGAAP. Where terminology of the item differs between IFRSs and JGAAP, both are presented, with JGAAP terminology is shown in brackets.

  • Amount 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.

  • 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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