Press Releases 2004

SOFTBANK announces merger with its subsidiary

Apr. 28, 2004

SOFTBANK CORP. announces that its board of directors resolved today merger with its wholly-owned subsidiary,SOFTBANK TECHNOLOGY HOLDINGS CORP. through a simplified merger procedure on June 18,2004.

1. Purpose of merger

To promote management concentration in the Technology Services segment of the SOFTBANK Group.

2. Outline of merger

(1) Merger schedule

Board of Directors meeting to approve merger agreement April 28,2004
Signing of merger agreement April 28,2004
General shareholder’s meeting to approve merger agreement SOFTBANK CORP. Not to be held in accordance with the simplified merger procedures in Article 413-3-1 of the Commercial Code.
SOFTBANK TECHNOLOGY HOLDINGS CORP. May 13,2004(planned)
Effective date of merger June 18,2004 (planned)
Official registration of merger June 18,2004 (planned)

(2) Method of merger

SOFTBANK CORP.,as an ongoing concern,shall absorb SOFTBANK TECHNOLOGY HOLDINGS CORP.,which shall be subsequently dissolved.

(3) Merger ratio and delivered money due to merger

Due to the fact that SOFTBNAK TECHNOLOGY HOLDINGS CORP. is a wholly-owned subsidiary of SOFTBANKCORP.,there shall be no issuance of new shares or cash payment upon this merger.

3. Outline of companies concerned

as of September 30,2003
(1) Trade name SOFTBANK CORP.
(Surviving company)
SOFTBANK TECHNOLOGY HOLDINGS CORP.
(Company which shall be absorbed)
(2) Type of business Pure holding company of the SOFTBANK Group which is engaged in Broadband Infrastructure,e-Commerce and e-Finance businesses,etc. Operation holding company of the Technology Services Segment including System Solutions business and Business Solutions business of the SOFTBANK Group
(3) Established September 3,1981 October 2,2000
(4) Location of head office 24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo 13-1,Nishigokencho,Sinjyuku-ku,Tokyo
(5) Representative President & CEO, Masayoshi Son President & CEO, Norikazu Ishikawa
(6) Common stock 137,958 million yen 111 million yen
(7) Shares outstanding 336,936,826 shares 2,175 shares
(8) Shareholders’ equity 340,175 million yen 637 million yen
(9) Total assets 721,492 million yen 763 million yen
(10) Settlement of accounts March 31 March 31
(11) Number of employees 68 4
(12) Main customers -
  • SOFTBANK BB Corp.
  • SOFTBANK TECHNOLOGY CORP.
(13) Principal shareholders and ownership ratios
Masayoshi Son
32.85%
Japan Trustee Services Bank,Ltd.
2.49%
Cedel International
1.70%
Japan Securities Finance Co.,Ltd.
1.63%
The Master Trust Bank of Japan,Ltd.
1.61%
SOFTBANK CORP.
100.00%
(14) Main financing Banks
  • Mizuho Corporate Bank,Ltd.
  • UFJ Trust Bank Limited
  • UFJ Bank Limited
  • Sumitomo Mitsui Banking Corporation
Mizuho Corporate Bank,Ltd.
(15) Relationships between companies concerned
Capital
SOFTBANK TECHNOLOGY HOLDINGS CORP. is a wholly-owned company of SOFTBANK CORP.
Personnel
One employee of SOFTBANK CORP. serves as a director of SOFTBANK TECHNOLOGY HOLDINGS CORP. One employee of SOFTBANK CORP. serves as a auditor of SOFTBANK TECHNOLOGY HOLDINGS CORP.
Transactions
Financial transaction

(16) Business result for the most recent three years

unit: millions of yen
SOFTBANK CORP.
(Surviving company)
SOFTBANK TECHNOLOGY HOLDINGS CORP.
(Company which shall be absorbed)
Settlement of accounts March 31, 2001 March 31, 2002 March 31, 2003 March 31, 2001 March 31, 2002 March 31, 2003
Net sales - - - 12 28 284
Operating income −4,465 −4,592 −4,149 −54 −100 −111
Ordinary income 7,904 2,636 2,882 −52 −100 −70
Net income 4,808 −31,888 −35,568 −53 −788 −425
Net income per share (yen) 14.50 −94.68 −105.59 −24,546.74 −362,313.95 −195,456.34
Cash dividend per share (yen) 7 7 7 0 0 0
Shareholders’ equity per share (yen) 1,172.75 1,074.58 953.78 946,718.48 584,404.52 390,096.74

4. Post-merger information

(1) Trade Name SOFTBANK CORP.
(2) Type of business Pure holding company of the SOFTBANK Group which is engaged in Broadband Infrastructure,e-Commerce and e-Finance businesses,etc.
(3) Location of head office 24-1,Nihonbashi-Hakozakicho,Chuo-ku,Tokyo
(4) Representative President & CEO,Masayoshi Son
(5) Common stock The merger shall not increase SOFTBANK CORP.’s common stock.
(6) Total assets The merger shall have negligible effect on SOFTBANK CORP.’s total assets.
(7) Settlement of accounts March 31
(8) Impact on business results The merger shall have negligible effect on SOFTBANK CORP.’s results.
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