Repurchase of Own Shares and Results of Tender Offer by Subsidiary (ValueCommerce Co., Ltd., Securities Code: 2491)
SoftBank Group Corp. (“SBG”) announced that its subsidiary, ValueCommerce Co., Ltd. (“ValueCommerce”), completed a tender offer on April 9, 2024. This completion follows ValueCommerce‘s board resolution on March 11, 2024 to repurchase its own shares and conduct a tender offer (the “Tender Offer”) as the specific method for this repurchase. The Tender Offer commenced on March 12, 2024. Please refer to Attachment for details.
In addition, as announced in “Subsidiary (ValueCommerce Co., Ltd., Securities Code: 2491) to Repurchase Its Own Shares and Undertake a Tender Offer” dated March 11, 2024, Z Intermediate Holdings Corporation (“ZHD Intermediate”), a subsidiary of SBG and owner of 51.92%*1 of ValueCommerce’s shares, tendered its ValueCommerce’s shares based on the tender offer agreement concluded with ValueCommerce. The Tender Offer was completed as of April 9, 2024.
As a result, ValueCommerce is expected to cease to be a subsidiary of SBG and newly become its equity method associate as of May 2, 2024, which is the commencement date of settlement of the Tender Offer (the scheduled completion date of settlement).
- As of December 31, 2023, excluding treasury shares owned by ValueCommerce.
1. Overview of the results of the tender to the Tender Offer by ZHD Intermediate
| (1) No. of shares held before the tender to the Tender Offer | 16,788,400 shares (No. of voting rights: 167,884) (Percentage of voting rights held: 51.95%) *1 |
|---|---|
| (2) No. of shares to be sold as a result of the tender to the Tender Offer | 10,690,000 shares (Transfer amount: JPY 11,000,010,000 (JPY 1,029 per share)) *2 |
| (3) No. of shares held after the tender to the Tender Offer | 6,098,400 shares (No. of voting rights: 60,984) (Percentage of voting rights held: 28.20%) *3 |
- Percentage of voting rights held is the ratio (rounded to the second decimal place) to the number of voting rights of all shareholders of ValueCommerce (323,191 voting rights) as of December 31, 2023, as stated in the “Securities Report for the 28th Fiscal Year” submitted by ValueCommerce on March 25, 2024.
- Transfer amount is calculated by multiplying the number of shares to be sold by ZHD Intermediate as a result of the tender to the Tender Offer by the tender offer price of the Tender Offer.
- Percentage of voting rights held is the ratio (rounded to the second decimal place) to the number of voting rights 216,291 voting rights, obtained by subtracting the number of voting rights 106,900 voting rights relating to the number of shares to be sold 10,690,000 shares as a result of the tender to the Tender Offer from the voting rights of all shareholders of ValueCommerce (323,191 voting rights) as of December 31, 2023, as stated in the “Securities Report for the 28th Fiscal Year” submitted by ValueCommerce on March 25, 2024.
2. Changes in scope of consolidation of the subsidiary
(1) Scheduled date of change
May 2, 2024 (commencement date of settlement of the Tender Offer)
(2) Outline of ValueCommerce
| (i) | Name | ValueCommerce Co., Ltd. | |||
|---|---|---|---|---|---|
| (ii) | Location | 1-3 Kioicho, Chiyoda-ku, Tokyo | |||
| (iii) | Name and title of representative | Jin Kagawa Representative Director President and CEO | |||
| (iv) | Description of business | Marketing Solutions Business (Affiliate marketing) EC Solutions Business (StoreMatch, STORE’s R∞, B-Space) Travel Tech Business | |||
| (v) | Share capital | JPY 1,728 million (as of December 31, 2023) | |||
| (vi) | Date of incorporation | March 12, 1996 | |||
| (vii) | Major shareholders and shareholding ratio (As of December 31, 2023) | Z Intermediate Holdings Corporation | 51.92% | ||
| The Master Trust Bank of Japan, Ltd. (Trust Account) | 7.94% | ||||
| Custody Bank of Japan, Ltd. (Trust Account) | 3.39% | ||||
| (viii) | Relationship with SBG | Capital relationship | SBG indirectly holds 16,788,400 shares of ValueCommerce (holding ratio: 51.92%) as of the date prior to the sale of the shares as a result of the tender to the Tender Offer. | ||
| Personnel relationship | Not applicable. | ||||
| Transaction relationship | Not applicable. | ||||
| Status as a related party | ValueCommerce is SBG’s subsidiary as of the date prior to the sale of the shares as a result of the tender to the Tender Offer. | ||||
| (ix) | Operating results and financial position over the last three years | (JPY million) | |||
| (Consolidated) Fiscal year | Fiscal year ended December 31, 2021 | Fiscal year ended December 31, 2022 | Fiscal year ended December 31, 2023 | ||
| Net assets | 16,566 | 20,820 | 22,463 | ||
| Total assets | 23,936 | 28,197 | 28,351 | ||
| Net assets per share (JPY) | 512.53 | 643.78 | 694.67 | ||
| Net sales | 33,560 | 35,708 | 29,396 | ||
| Operating income | 7,905 | 8,249 | 5,229 | ||
| Ordinary income | 7,947 | 8,319 | 5,217 | ||
| Net income per share (JPY) | 100.92 | 179.60 | 105.16 | ||
| Dividend per share (JPY) | 43.0 | 56.0 | 53.0 | ||
3. Future outlook
The tendering to the Tender Offer is expected to have an immaterial impact on SBG’s consolidated financial statements for the fiscal year ending March 31, 2025.
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