Announcement of Making eAccess Ltd.
October 1, 2012
a Wholly-owned Subsidiary of SOFTBANK CORP.
Through Share Exchange
Business Alliance between SOFTBANK MOBILE Corp. and eAccess Ltd.
SOFTBANK CORP. (“SOFTBANK”) and eAccess Ltd. (“eAccess”) hereby announce that both companies entered into an agreement (the “Agreement”) regarding a share exchange (kabushiki koukan) (the “Share Exchange”) whereby SOFTBANK will become the sole parent company of eAccess and eAccess will become its wholly-owned subsidiary of SOFTBANK.
It is expected that eAccess common shares will be delisted from Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) in late February, 2013, prior to the effective date of the Share Exchange, if the Share Exchange is implemented with the approval at the general meeting of shareholders and other necessary procedures; provided, however, that the date of delisting will be changed if the effective date of the Share Exchange is changed by an agreement between SOFTBANK and eAccess.
In addition, SOFTBANK MOBILE Corp. (“SOFTBANK MOBILE”), a consolidated subsidiary of SOFTBANK, and eAccess hereby announce that the both companies have reached a framework agreement on business alliance (the “Business Alliance”).
1. Purpose of the Share Exchange and Making eAccess a Wholly-owned Subsidiary
We aim to establish a structure which will allow us to combine management resources effectively and efficiently, and accelerate the penetration of the mobile broadband service.
Our current plan is that eAccess will continue to operate the mobile communications business under the “EMOBILE” brand after the Share Exchange, and we have no specific plan to change the basic policy of eAccess' business including the mobile communications business and the fixed telecommunication business at this moment.
2. Effects of Making eAccess a Wholly-owned Subsidiary
(1) Shared utilization of mobile communications network
SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, and eAccess will share mobile communications network resources. SOFTBANK MOBILE will provide eAccess with access to its 900 MHz network (Band8, operating band specified in 3GPP) and 2.1 GHz network (Band1, operating band specified in 3GPP), which will allow eAccess to provide the voice and data communications service in broader areas. Meanwhile eAccess will provide SOFTBANK MOBILE with access to its 1.7 GHz (Band3, operating band specified in 3GPP) FDD LTE network for the data communications service, which will allow SOFTBANK MOBILE to use both 2.1 GHz and 1.7 GHz for its FDD LTE service.
(2) Mutual collaboration on efficient operation of base station sites
SOFTBANK MOBILE and eAccess will conduct a study for the effective use of base station sites for the shared networks, and share, newly build or transfer base stations sites where appropriate, allowing SOFTBANK MOBILE and eAccess to expand our service coverage more quickly and to decrease capital expenditures and maintenance costs.
(3) Creation of synergies
a) Enhancement of sales force
The number of retailers of SOFTBANK MOBILE was approximately 7,000 as of the end of August 2012, and the number of retailers of eAccess was approximately 2,000 as of the end of August 2012. Products and services of SOFTBANK MOBILE and eAccess will be available at both retailers. In addition, SOFTBANK TELECOM Corp., a corporate sales force of the SOFTBANK Group, will provide products and services of eAccess (under “EMOBILE” brand). Improvement of both services' competitiveness is expected through the shared utilization of mobile communications networks, leading to the enhancement of the sales force and expansion of the customer base.
b) Reduction of mobile device procurement costs
An increase of mobile device sales is expected by the abovementioned enhancement of sales, which will also lead to an increase of procurement units and joint procurement, providing the opportunity for procurement cost reduction through volume purchase.
c) Sharing of backbone network
We will aim to reduce costs by sharing eAccess' backbone network for the mobile communications and ADSL services, and the SOFTBANK Group's backbone network.
3. Outline of Share Exchange
(1) Schedule of Share Exchange
|September 27, 2012||Resolution at the Board of Directors' meeting (SOFTBANK)|
|October 1, 2012||Resolution at the Board of Directors' meeting (eAccess)|
|October 1, 2012||Execution of the Agreement (SOFTBANK, eAccess)|
|February 22, 2013 (tentative)||Final day of share trading (eAccess)|
|February 25, 2013 (tentative)||Date of delisting (eAccess)|
|February 28, 2013 (tentative)||Effective date of the Share Exchange|
The Share Exchange is planned to be conducted as a simplified share exchange under Article 796, Paragraph 3, of the Companies Act, which does not require approval of the general meeting of shareholders of SOFTBANK, while it requires approval of the general meeting of shareholders of eAccess which is expected to be held around January 2013. We will promptly announce the specific dates for the procedures of the Share Exchange once they are decided.
The abovementioned schedule is subject to change upon an agreement between SOFTBANK and eAccess.
- *1The implementation of the Share Exchange will be subject to (i) approval at the general meeting of shareholders of eAccess, (ii) if required, approval at the general meeting of shareholders of SOFTBANK, (iii) the completion of filing procedures required under the Anti Monopoly Act of Japan (including the circumstance where the Fair Trade Commission has not made any pre-notification of a cease and desist order by the Fair Trade Commission pursuant to the Anti Monopoly Act or any motion for an urgent suspension order pursuant to the Anti Monopoly Act, and where the statutory waiting period under the Anti Monopoly Act has expired), and (iv) if required, the completion of any applicable procedures under anti monopoly laws in foreign jurisdictions including pre-filing requirements.
(2) Method of Share Exchange
SOFTBANK will become the sole parent company of eAccess and eAccess will become the wholly owned subsidiary of SOFTBANK upon the Share Exchange.
(3) Details of Allotment upon Share Exchange
Upon the Share Exchange, SOFTBANK will deliver to each shareholder of eAccess (other than SOFTBANK) who is recorded in the shareholder registry as of the point in time immediately preceding the acquisition of all of the issued shares of eAccess by SOFTBANK through the Share Exchange, the number of SOFTBANK common shares calculated by multiplying the total number of eAccess common shares held by the relevant shareholder, by the Exchange Rate (as defined below), in exchange for eAccess shares held by the relevant shareholder; provided, however, that (i) with regard to the shareholders who exercised appraisal rights attached to the eAccess shares held by such shareholders pursuant to Article 785 of the Companies Law, SOFTBANK shares will be delivered to eAccess in place of such shareholders and (ii) if the number of shares that shall be delivered to a shareholder includes any fraction less than one (1) share, SOFTBANK shall pay to such shareholder money calculated in accordance with Article 234 of the Companies Law, with any fraction less than one (1) yen being rounded up to the nearest yen.
The “Exchange Rate” shall mean 16.74, which is the ratio obtained by dividing 52,000 yen (that is considered as the appraisal value of the common stock of eAccess) by 3,108 yen (the “Base Price”) (that is the average of the closing price of regular trading of the common stock of SOFTBANK on the Tokyo Stock Exchange during the three (3) months prior to the execution date of the Agreement, with any fraction less than one (1) yen being rounded up to the nearest yen); provided, however, that, if the average of the closing price of regular trading the common stock of SOFTBANK on the Tokyo Stock Exchange on each of the 10 trading days after (and excluding) the execution date of the Agreement with any fraction less than one (1) yen being rounded up to the nearest yen (the “Base Price After Public Announcement”) is less than 85% of the Base Price, the Exchange Rate shall be adjusted to the ratio obtained by dividing 52,000 yen by the Base Price After Public Announcement (rounded up to two decimal places).
Although SOFTBANK plans, in principle, to issue shares of common stock of SOFTBANK as consideration for the Stock Exchange, SOFTBANK may use its treasury stock as the consideration, in whole or in part, at the time of the Share Exchange.
The total number of SOFTBANK common shares to be delivered upon the Share Exchange may be changed due to the adjustment of the Exchange Rate described above, exercise of stock acquisition rights (including those attached to bonds with stock acquisition rights) of eAccess by holders of such rights and other reasons. As such it has not been fixed at this moment.
- *1Handling of Shares Less Than One Unit
Shareholders who acquire shares less than one (1) unit of SOFTBANK shares as a result of the Share Exchange may take the following procedures with respect to the SOFTBANK shares.
Purchase of shares less than one (1) unit by SOFTBANK, by which a shareholder who holds shares less than one (1) unit of SOFTBANK shares may demand that SOFTBANK purchase those shares in accordance with Article 192 of the Companies Law.
- *2Treatment of a Fraction of Less than One Share
If the number of shares that shall be delivered to a shareholder (other than SOFTBANK) includes any fraction less than one (1) share, SOFTBANK shall pay money in the amount equivalent to such fraction of share, with any fraction less than one (1) yen being rounded up to the nearest yen, to such shareholder pursuant to Article 234 of the Companies Law.
(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon Share Exchange
Handling of stock acquisition rights issued by eAccess is provided in the Agreement as described below.
SOFTBANK shall, upon the Share Exchange, deliver to the holders of eAccess stock acquisition rights (excluding the stock acquisition rights attached to Convertible Bonds due 2016) that remain and are not exercised as of the time immediately preceding the time when the Share Exchange takes effect, in exchange for such stock acquisition rights, SOFTBANK stock acquisition rights that have the same economic value as the holders would receive if eAccess purchased such stock acquisition rights in cash at a fair value just before the closing of the Share Exchange, taking the Exchange Rate into consideration.
If approval of the Agreement at the general meeting of shareholders of eAccess necessary for the Share Exchange is obtained, eAccess will redeem all of Convertible Bonds due 2016 (bonds with stock acquisition rights) on or prior to the effective date of the Share Exchange in accordance with their terms and conditions, and SOFTBANK will cooperate in financing for such redemption.
4. Grounds for Calculation of Exchange Ratio in Share Exchange
(1) Basis of Calculation
The Exchange Rate is described in 3. (3) above.
As described in 2. above, SOFTBANK believes that the Business Alliance between SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, and eAccess creates synergies such as the expansion of customer base through utilization of mobile communications network held by eAccess, effective operation of base stations and enhancement of sales force, as well as cost reduction in the procurement of mobile terminals and backbone network sharing.
eAccess believes that, after the Share Exchange, the Business Alliance with SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK as described in 2. above, will allow them to secure steady revenue from enhanced sale force utilizing 900 MHz and 2.1 GHz network held by SOFTBANK MOBILE and provision of eAccess's 1.7 GHz FDD LTE network to SOFTBANK MOBILE, providing further improvement of eAccess's enterprise value for eAccess shareholders. With the Stock Exchange, the share of eAccess will be delisted, however eAccess shareholders will receive SOFTBANK shares in exchange which will include the enterprise value considering the effect of the Business Alliance, therefore eAccess shareholders will be able to maintain their investment including the Business Alliance.
The closing price of the common stock of eAccess as of September 28, 2012 is 15,070 yen. SOFTBANK and eAccess determined the appraisal value of the common stock of eAccess through mutual consultation, taking into comprehensive consideration the current share prices of eAccess, as well as (i) the mobile communications network held by eAccess, (ii) the customer base held by eAccess, and (iii) synergies that are expected to be generated together with SOFTBANK MOBILE.
The number of cumulative subscribers for the mobile service of eAccess (including the LTE service) reached at 4.2 million as of the end of August 2012. The number of cumulative subscribers for the mobile service of SOFTBANK MOBILE reached at 30.14 million as of the end of August 2012.
To ensure the fairness and appropriateness upon calculation of the share exchange ratio, SOFTBANK and eAccess decided to separately engage independent financial advisors to the financial analysis on the share exchange ratio. SOFTBANK appointed Mizuho Securities Co., Ltd. (“Mizuho Securities”) and PLUTUS CONSULTING Co., Ltd. (“PLUTUS Consulting”). eAccess appointed Goldman Sachs Japan Co., Ltd. (“Goldman Sachs”). The outline of the financial analysis conducted by these financial advisors with regard to the share exchange ratio set out in the Agreement is described in Exhibit 1 “The Overview of the Financial Analyses regarding the Stock Exchange Ratio by the Respective Financial Advisors”.
(2) Background to Calculation
Each of SOFTBANK and eAccess has taken into comprehensive consideration various factors including the financial condition, assets, future prospects of its business and performance of each party, while SOFTBANK refers to the financial analysis on the share exchange ratio made by Mizuho Securities and PLUTUS Consulting, and eAccess refers to the financial analysis on the share exchange ratio made by Goldman Sachs. Both parties then carefully deliberated and negotiated on the share exchange ratio. As a result, today, SOFTBANK and eAccess have come to the conclusion that the share exchange ratio described in 3. (3) “Details of Allotment upon Share Exchange” of this press release is appropriate, and agreed upon the share exchange ratio.
(3) Relationship with Financial Advisors
Both Mizuho Securities and PLUTUS Consulting as financial advisors of SOFTBANK, are independent from SOFTBANK, do not fall under the concerned parties of SOFTBANK, and do not have any special interest which should be noted in regard to the Share Exchange.
Certain affiliates of Goldman Sachs, which is acting as a financial adviser of eAccess, hold an aggregate of 1,057,168 shares of common stock of eAccess (equivalent to approximately 30.5 percent of the issued and outstanding shares of common stock of eAccess), one officer of Goldman Sachs is a member of the eAccess board of directors, and one officer of Goldman Sachs or its affiliates is a member of the Softbank board of directors. Goldman Sachs also established the Chinese walls designed to cause its financial advisory team to act independently from the Goldman Sachs affiliates holding the eAccess shares.
(4) Expectation of and Reasons for Delisting
Upon the Share Exchange, eAccess will become a wholly-owned subsidiary of SOFTBANK as of the effective date of the Share Exchange. We will announce the specific dates for the procedures of the Share Exchange, once they are decided.
While eAccess shares are listed on the first section of the Tokyo Stock Exchange, it is expected that eAccess shares will be delisted upon the Share Exchange, following prescribed procedures pursuant to the Securities Listing Regulations of the Tokyo Stock Exchange. eAccess shares will not be traded on the Tokyo Stock Exchange after the delisting.
Upon the Share Exchange, eAccess shareholders will receive, in exchange for their eAccess shares, SOFTBANK common shares which are also listed on the first section of the Tokyo Stock Exchange.
We think that we can provide liquidity of shares continuously to the shareholders who are allotted 100 shares (equivalent to one (1) unit of SOFTBANK shares) or more of SOFTBANK common stock upon the Share Exchange, since SOFTBANK shares allotted to eAccess shareholders upon the Share Exchange are listed on the Tokyo Stock Exchange and can be traded on the stock market even after the Share Exchange.
Though the shareholders who are allotted less than 100 shares (equivalent to one (1) unit of SOFTBANK shares) of SOFTBANK common stock upon the Share Exchange can not sell such shares on the Tokyo Stock Exchange, they can utilize SOFTBANK's purchase program of shares less than one (1) unit of SOFTBANK shares if they want. Please refer to Note 1 in 3.(3) above regarding its details. In addition, please refer to Note 2 in 3. (3) above with regard to the details of handlings in case where the number of shares that shall be delivered to a shareholder includes any fraction less than one (1) share.
(5) Measures to Ensure Fairness
SOFTBANK obtained from Mizuho Securities an opinion dated October 1, 2012, stating that, based on certain conditions including those described in Exhibit 1, the agreed share exchange ratio is appropriate for SOFTBANK from a financial perspective (so called “fairness opinion”), as well as the financial analysis with regard to the share exchange ratio mentioned above. eAccess obtained from Goldman Sachs an opinion dated October 1, 2012, stating that, based on certain conditions including those described in Exhibit 1, the agreed share exchange ratio is appropriate or fair for eAccess shareholders (other than SOFTBANK and its affiliates) from a financial perspective (so called “fairness opinion”), as well as the financial analysis with regard to the share exchange ratio mentioned above. eAccess obtained from UBS Securities Japan Co., Ltd. an opinion stating that, based on certain conditions, the agreed share exchange ratio is appropriate or fair for eAccess shareholders (other than SOFTBANK and its affiliates) from a financial perspective (so called “fairness opinion”).
SOFTBANK appointed Mori Hamada & Matsumoto as its legal advisor, and eAccess appointed Anderson Mori & Tomotsune and Nagashima Ohno & Tsunematsu as its legal advisors. Both parties obtained legal advice from their respective legal advisors with regard to appropriate procedures of the Share Exchange and the method and process for their decision making.
(6) Measures to Avoid Conflicts of Interest
Both parties do not have any personnel relationship such as dispatch of directors to each other. Therefore, as no conflict of interest arises between SOFTBANK and eAccess, both parties have not taken any measures to avoid potential conflicts of interest.
Among directors of eAccess, Dr. Sachio Semmoto and Mr. Eric Gan did not participate in the discussion or vote at the meeting of the board of directors of eAccess, since there are concerns that they have special interests in the execution of the Agreement in view of the relationship with eAccess shareholders.
5. Outline of Parties to Share Exchange
|Sole parent company upon share exchange||A wholly-owned subsidiary upon share exchange|
|(1) Name||SOFTBANK CORP.||eAccess Ltd.|
|(2) Address||1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo||10-1, Toranomon 2-chome Minato-ku, Tokyo|
|(3) Name and title of representative||Mr. Masayoshi Son, Chairman and CEO||Dr. Sachio Semmoto, Representative Director & Chairman|
|(4) Business description||Pure holding company||Broadband IP Communication Service|
|(5) Paid-in capital||JPY 213,797 million||JPY 18,500 million|
|(6) Founded||September 3, 1981||November 1, 1999|
|(7) Shares issued||1,107,728,781 shares||3,465,180 shares|
|(8) Financial close||March 31||March 31|
(9) Number of employees
(10) Main suppliers
|Apple, Ericsson, Sharp||Huawei Technologies Japan K.K, Ericsson Japan|
(11) Main financing banks
|Mizuho Corporate Bank, Ltd.||Mizuho Bank, Ltd.|
(12) Principal shareholders and percentage
|(13) Relationship between SOFTBANK and eAccess|
|(14) Financial results of past 3 years|
6. Status after the Share Exchange
|Sole Parent Company|
|(1) Name||SOFTBANK CORP.|
|(2) Address||1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo|
|(3) Name and title of representative||Masayoshi Son, Chairman & CEO|
|(4) Business description||Pure holding company|
|(5) Paid-in capital||Not determined at this moment.|
|(6) Financial close||March 31|
|(7) Net asset||Not determined at this moment.|
|(8) Total asset||Not determined at this moment.|
7. Outline of accounting treatment
The Share Exchange is expected to be treated as an “acquisition” under the Japanese Accounting Standards for Business Combinations. Goodwill resulting from the Share Exchange is therefore expected, but the value is yet to be determined.
8. Future outlook
We will announce the specific dates for the procedures of the Share Exchange and the impact of the Share Exchange on the financial results once they are fixed.
9. Business alliance
SOFTBANK MOBILE, a subsidiary of SOFTBANK, and eAccess reached a framework agreement of the Business Alliance today. SOFTBANK MOBILE will provide eAccess with 900 MHz and 2.1 GHz network, and eAccess will provide SOFTBANK MOBILE with 1.7 GHz FDD LTE network. Usage charge of network, and other terms and conditions of the Business Alliance are to be determined after the discussion by both companies, and the impacts on the financial results to both companies are yet to be determined.
(Reference) Financial result forecast and actual of the previous period
(1) SOFTBANK (consolidated)
|Sales||Operating income||Ordinary income||Net income|
|Forecast (ending March 2013)||－||－||－||－|
|Actual (ended March 2012)||3,202,435||675,283||573,651||313,752|
The SOFTBANK Group continues to focus on network expansion and customer acquisition of the mobile communications business for the fiscal year ending March 2013. Such efforts will cause an increase in cost, however with a steady increase in customer base, it is expected that sales and operating income will exceed the level of the fiscal year ended March 2012, and operating income will exceed JPY 700 billion.
(2) eAccess (standalone)
|Sales||Operating income||Ordinary income||Net income|
|Forecast (ending March 2013)||250,000||26,000||15,000||13,500|
|Actual (ended March 2012)||204,743||24,441||12,184||15,156|
Notices Regarding Forward-Looking Statements
This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about SoftBank and its group companies (the “SoftBank Group”). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the SoftBank Group in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the SoftBank Group's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. SoftBank undertakes no obligation to publicly update any forward-looking statements after the date of this press release.
- *One of the dates shown in “3. Outline of Share Exchange (1) Schedule of Share Exchange” was amended on Oct. 5, 2012. Please click here for the details.
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