Press Releases 2006

SOFTBANK to acquire Vodafone K.K., to establish mobile communications business alliance with Yahoo! JAPAN

Mar. 17, 2006

SOFTBANK CORP. (Headquarters: Minato-ku, Tokyo Representative Executive Officer and President, Masayoshi Son) (SOFTBANK) has signed an agreement with Vodafone Group PLC (Headquarters: London, UK, Representative, Arun Sarin) (Vodafone PLC) to acquire Vodafone K.K. (Headquarters: Minato-ku, Tokyo, Representative, William T. Morrow) (Vodafone), and, will establish a mobile communications business alliance with Yahoo! Japan Corporation (Headquarters: Minato-ku, Tokyo, Representative Executive Officer Masahiro Inoue) (Yahoo! JAPAN).

Vodafone is the third largest mobile service operator in Japan. Vodafone PLC is the largest mobile operator in the world, with more than 510 million customers worldwide.

Through its acquisition of Vodafone, SOFTBANK will become an integrated telecommunications service provider, offering both fixed-line and mobile communications over 26 million service lines, generating annual revenue of approximately 2.5 trillion yen on a consolidated basis.

The mobile communications business alliance with Yahoo! JAPAN , which offers a wide variety of high quality services through its portal site to a large customer base, will enable it to provide truly innovative mobile services.

1. Purpose of the Acquisition

By acquiring Vodafone, SOFTBANK Group will take a large step towards its goal of offering ubiquitous communications, adding mobile communications services to its existing fixed-line telecommunications and fixed-line broadband business operations.

2. Synergy resulting from the Acquisition

  • i) SOFTBANK Group will be able to offer truly innovative mobile services through its integrated business model that brings together Yahoo! JAPAN and its leading-edge content with mobile voice communications services.

  • ii) Through the integration of telecom networks and sales channels, SOFTBANK Group and Vodafone will achieve greater efficiencies in their capital expenditure and business operations.

  • iii) Vodafone already has more than 15-million subscribers and offers coverage of more than 99% of Japan’s population, enabling smooth development of the business ahead of the expected introduction of mobile number portability (MNP) in November 2006.

  • iv) Through their discussions, SOFTBANK Group and Vodafone PLC have agreed to pursue discussion on the possibility of a joint venture for mobile content distribution.

3. Business alliance with Yahoo! JAPAN in the mobile communications business

SOFTBANK Group and Yahoo! JAPAN will enter a business alliance in the mobile communications field whereby Yahoo! JAPAN will provide a portal site for mobile terminals offering comprehensive services and content. This will enable a seamless environment between PC and mobile users, through which SOFTBANK will provide innovative new services.

4. Transaction Overview

Method A subsidiary wholly-owned by SOFTBANK CORP. will acquire 97.7% of Vodafone K.K.’s outstanding common shares
Equity Value 1.75 trillion yen
Financing Structure
Common shares
200 billion yen (SOFTBANK)
Preferred shares
120 billion yen (Yahoo! JAPAN)
Non-recourse loan based on LBO financing
1.1-1.2 trillion yen
Vodafone International Holdings B.V. will invest 300 billion yen in the form of preferred shares and equity warrants and 100 billion yen in the form of subordinated loans for a wholly-owned subsidiary of SOFTBANK. Total investment amount of 400 billion yen will be used to finance the transaction.
Board Member Vodafone Group PLC is entitled to appoint one executive director at Vodafone K.K. and the acquiring SOFTBANK subsidiary while it owns the preferred shares.
Seller
  • Vodafone International Holdings B.V.
  • Vodafone Group PLC and other Vodafone group companies
Acquisition Date The transaction will be completed within the next two months.

5. Anticipated impact on SOFTBANK business results

The impact of the transaction on SOFTBANK’s consolidated financial results is yet to be ascertained and such information will be disclosed once it is confirmed.

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