Press Releases 2013

3. Policies, etc., for After the Tender Offer and Future Prospects

(1) Policies, etc., for After the Tender Offer

For the policies, etc., applicable to after the Tender Offer, please refer to (2) Purpose of and Background to the Tender Offer; Management Policies After the Tender Offer under 1. Purpose, etc., of the Purchase, etc. above.

(2) Future Prospects

With respect to the effects that the Tender Offer will have on the consolidated results of SoftBank, the Company's ultimate parent company, please refer to SoftBank's announcement entitled “Commencement of Tender Offer by a Consolidated Subsidiary (SoftBank Mobile Corp.)” released separately today.

4. Other Matters

(1) Agreements between the Tender Offeror and the Target Company or the Target Company's Management

(i) Agreements between the Tender Offeror and the Target Company

According to the Target Company's Press Release, as a result of careful discussions on and examinations of the various terms and conditions relating to the Tender Offer while receiving legal advice from Anderson Mōri & Tomotsune, the Target Company has reportedly resolved at its board of directors meeting on March 25, 2013, by unanimous vote of all directors who attended the resolution, to approve the Tender Offer without any objection to the Company's building a direct capital relationship with the Target Company by newly possessing a portion of the Target Company's Shares, because (1) the Company thinks very highly of the Target Company's ability to plan and develop game content and, through a respect for a highly independent and free and broad-minded corporate culture, expects to be able to develop high quality game content in the future as well, (2) the Target Company can expect to be able to achieve further growth in global markets through utilizing the SoftBank Group's global management resources, and (3) the Target Company's independence as a games developer is respected and its current management system (the composition of its officers) can be expected to remain the same. On the other hand, because the Tender Offer Price has been decided based on the results of discussions and negotiations between the Company and Asian Groove, as a shareholder that has agreed to tender its shares, and because a maximum number of share certificates, etc., scheduled to be purchased has been set in the Tender Offer and the plan is to continue to keep the Target Company's Shares listed even after the Tender Offer, in light of the fact that it is sufficiently reasonable for shareholders of the Target Company to hold the Target Company's Shares even after the Tender Offer, the Company has reportedly resolved to reserve its opinion on the appropriateness of the Tender Offer Price and to leave the decision of whether or not the Target Company's shareholders should tender their shares in the Tender Offer up to each shareholder's discretion.

Of the Target Company's directors at the above board of directors meeting, (i) Taizo Son, chairman of the Target Company, also serves as a representative director of Heartis, which has agreed in the MOU to the effect that it will exercise its voting rights in the Target Company's Shares in accordance with the instructions of Masayoshi Son, SoftBank's chairman and CEO and the Company's chairman and CEO, and (ii) Norikazu Oba is concurrently serving as assistant to the Manager of the Finance Department as well as group manager of Finance Management of SoftBank, the Company's ultimate parent company, so it is reported that to avoid any suspicion of a conflict of interest, it is reported that neither of them participated in any whatsoever in the deliberations or resolutions relating to the Tender Offer at the Target Company's board of directors meeting. All 5 of the 7 Target Company directors other than the above 2 directors reportedly attended that board of directors meeting and resolved, with the unanimous approval of all directors present, to approve the Tender Offer. Further, all 3 of the Target Company's corporate auditors (3 of whom are external corporate auditors) reportedly attended that board of directors meeting and stated their opinion to the effect that they did not object to the matters for resolution at the Target Company's board of directors meeting referred to above.

(ii) Agreements between the Tender Offeror and the Target Company's Management

Masayoshi Son, chairman and CEO of SoftBank as well as chairman and CEO of the Company, has reportedly entered into the MOU with respect to the Target Company's Shares on April 1, 2013, with Heartis (number of shares held: 213,080 shares; Holding Rate: 18.5%), which is the Target Company's second largest shareholder and Taizo Son's asset management company and which has Taizo Son, chairman of the Target Company, as its representative director. Under the MOU, in order to have Son Holdings, a director of which is Masayoshi Son and which is Masayoshi Son's asset management company, defer the execution of pledges over the Target Company's Shares held by Heartis, Heartis has reportedly agreed, effective as of April 1, 2013, to the effect that at the shareholders meeting of the Target Company Heartis will exercise the voting rights in all of the Target Company's Shares it holds in accordance with Masayoshi Son's instructions. Further, SoftBank has decided to apply the International Financial Reporting Standards (IFRS) from the first quarter of the fiscal year ending March 31, 2014, so when the MOU becomes effective, SoftBank BB (number of shares held: 387,440 shares; Holding Rate: 33.63%), all of the voting rights in which are owned by SoftBank, and Masayoshi Son, who has a close relationship with SoftBank, will together come to represent a majority of the voting rights in the Target Company's Shares (number of voting rights represented by the total of 600,520 shares held by SoftBank BB and Heartis: 600,520 rights; voting right Holding Rate: 52.13%), as a result of which the Target Company will become a consolidated subsidiary of SoftBank.

(2) Other Information Considered Necessary for Investors to Decide Whether or Not to Tender Their Shares

(i) Share Split

According to the Target Company's Share Split Press Release, it has been decided that the Target Company's Share Split will be carried out at a ratio of 10 new shares for every 1 current share, effective April 1, 2013. For details, please see that Press Release.

(ii) February 2013 monthly nonconsolidated sales preliminary results

The Target Company announced its February 2013 Monthly Nonconsolidated Sales Preliminary Results on March 25, 2013. According to that announcement, the purpose of the announcement was to notify the following matters because the Target Company considered them as material matters upon the Target Company's making of its statement of opinion in favor of the Tender Offer and the Company's undertaking of the Tender Offer. For details, please see that announcement of the Target Company.

February 2013 Monthly Nonconsolidated Sales Preliminary Results:
JPY 10,000 million (increase by 1,280.0% from the same period last year)

[Notes]
  • *The above figures are preliminary results and have not been audited by an auditor so are subject to change.
  • *Future figures contain various uncertainties and past performance does not guarantee future results.

(End of Notice)

Insider Regulations

Please note that any person reading the information included in this press release may be prohibited from purchasing, etc., shares of Gungho Online Entertainment, Inc. in the period of 12 hours from the release of this press release as a primary recipient of information in relation to insider trading regulations in accordance with Article 167, Paragraph 3 of the Act and Article 30 of the Order. Please be aware that the Company will not be held responsible in the event that a person is subject to criminal, civil, or administrative liability as a result of any such purchase, etc.

Solicitation Regulations

This press release is a general announcement of the Tender Offer and has not been prepared for the purpose of soliciting offers to sell, etc., or offering to purchase, etc., under the Tender Offer. If you wish to offer to sell, etc., please make an offer at your own discretion, having ensured that you have read the tender offer statement for the Tender Offer. This press release does not correspond to a solicitation of offers to sell or purchase securities or constitute a part of any such solicitation, and this press release (or any part of it) and its distribution does not form the basis of any agreement in relation to the Tender Offer, and this press release should not be relied on at the time of entering into any such agreement.

Forecast

This press release contains forecasts of business expansion as contemplated by the management of the Company. Actual results may differ significantly from these estimates due to many factors.

Language

All procedures in relation to the Tender Offer will be conducted in Japanese unless otherwise stipulated. If any or all parts of the documents relating to the Tender Offer are prepared in English and there is an inconsistency between the English and Japanese documents, the Japanese documents will take priority over the English documents.

U.S. Regulations

The Tender Offer will not, whether directly or indirectly, be carried out in or aimed at the United States of America, make use of the United States postal service or any other such method or means of United States interstate or international commerce (including, without limitation, facsimile, e-mail, Internet communications, telex, or telephone), or, furthermore, be made through any United States securities exchange facility. The Tender Offer may not be accepted by any of the above methods or means, through any of the above facilities, or from within the United States of America.

In addition, no tender offer statement relating to the Tender Offer or any other related purchase documents will be distributed or disseminated in or to or from within the United States of America by mail or any other such method, and no such distribution or dissemination may be made. The Company cannot accept any tendering of shares in the Tender Offer that directly or indirectly breaches any of the above limitations. The Company does not carry out any solicitation to purchase securities or any equivalent thereof to residents of the United States of America or within the United States of America, and the Company will not receive them even if they would be delivered by residents of the United States of America or from the United States of America.

Other Countries

There may be countries or regions that legally restrict the release or distribution of this press release. In such cases, please take note of such restrictions and comply with the laws and regulations of that country or region. Receipt of this press release or a translation of it in a country or region in which the implementation of the Tender Offer is illegal will not be deemed to be soliciting offers to sell, etc., or offering to purchase, etc., share certificates in relation to the Tender Offer, but will be deemed distribution of materials for information purposes only.

  • The information is true and accurate at the time of publication.
    Price, specification, contact and other information of products and service may be subjected to change. The information contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.