Absorption-type Merger of Subsidiary (Net Culture GK)
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 Directors | May 21, 2021 |
|---|---|
| Date of the Merger agreement | May 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 Company | Dissolving Company | |
|---|---|---|
| (1) Trade name | SoftBank Group Corp. | Net Culture GK |
| (2) Address | 1-7-1, 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 business | Pure holding company | Acquisition, holding, and management of investment securities |
| (5) Share capital | JPY 238,772 million | JPY 81 million |
| (6) Founded | September 3, 1981 | March 19, 2001 |
| (7) Shares outstanding (as of March 31, 2021) | 2,089,814,330 shares | ― |
| (8) Fiscal year-end | March 31 | March 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) | 11,955,593 | 765,711 |
| Total assets | 45,750,453 | 950,265 |
| Equity per share attributable to owners of the parent (Shareholders’ equity per share) (JPY) | 5,588.80 | ― |
| Net sales | 5,628,167 | ― |
| 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.
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