Notice of Merger
January 23, 2015
SoftBank Mobile Corp.
SoftBank BB Corp.
SoftBank Telecom Corp.
SoftBank Mobile Corp. (“SoftBank Mobile”), SoftBank BB Corp. (“SoftBank BB”), SoftBank Telecom Corp. (“SoftBank Telecom”) and Ymobile Corporation (“Ymobile”) (“the four companies”) announced today that on January 23, 2015, the respective Boards of Directors of the four companies resolved to consummate a merger, effective as of April 1, 2015 (tentative).
SoftBank Mobile provides mobile communications services under the “SoftBank” brand, SoftBank BB provides broadband services under the “Yahoo! BB” brand, SoftBank Telecom provides telecommunications services such as fixed-line telephone and data communications services, and Ymobile provides mobile communications services under the “Y!mobile” brand. The four companies have been working on mutually utilizing each other's communications networks, distribution channels and other resources, and enhancing the collaboration for the services.
Through the merger, the four companies will seek to maximize its corporate value by further concentrating their business resources and by enhancing the competitiveness of their domestic telecommunications businesses. The new company will, under a corporate philosophy of “Information Revolution — Happiness for everyone,” seek to create innovative services and improve operational efficiency through structural reforms. It will also expand its business jointly with other SoftBank Group companies, in areas such as IoT (Internet of Things), robotics and energy.
Brand names of existing services will be maintained and mobile communications services will be continuously provided under the two brands: “SoftBank” and “Y!mobile.” Furthermore, customers will continue to be able to use the services that are now offered by the four companies.
|Resolution of the Board of Directors for the Merger, execution of the Merger agreement
(companies subject to the Merger)
|January 23, 2015|
|Approval of the General Meetings of Shareholders for the Merger
(companies subject to the Merger)
|February 25, 2015 (tentative)|
|Date of the Merger
(the effective date)
|April 1, 2015 (tentative)|
2. Method of the Merger
The Merger will be an absorption-type merger where SoftBank Mobile will be the surviving company and SoftBank BB, SoftBank Telecom and Ymobile will be dissolved.
3. Details of Allotment of Shares upon the Merger
|Details of allotment of shares upon the Merger
|Class B Share
- *SoftBank Corp. is planning to request Ymobile to acquire all 342,777 shares of Ymobile Class A Shares (without voting rights) held by SoftBank Corp. and in exchange to acquire 342,777 shares of Ymobile Class B Shares (with voting rights) from Ymobile, on February 24, 2015. As a result of this, the outstanding shares of Ymobile will only be 344,426 shares of Class B Shares. SoftBank Mobile shares will be allotted and delivered to each of the shareholders of Ymobile as at the end of the day preceding the date of the Merger in the ratio of 0.7600 shares of SoftBank Mobile common stock to 1 Ymobile Class B Share.
4. Status after the Merger (as of April 1, 2015, tentative)
|(1) Trade name||SoftBank Mobile Corp.|
|(2) Address||1-9-1 Higashi-shimbashi, Minato-ku, Tokyo|
|(3) Name and title of representatives||Chairman Masayoshi Son
President Ken Miyauchi
|(4) Nature of business||Provision of mobile communications services, sale of mobile devices, provision of fixed-line
telecommunications, ISP services
|(5) Share capital||JPY 177,251 million|
|(6) Fiscal year end||March 31|
|(7) Shareholder and its share of voting rights||SoftBank Corp. 99.99%
(of which 75.81% is held indirectly)
- SoftBank, the SoftBank name and logo are registered trademarks or trademarks of SoftBank Corp. in Japan and other countries.
- 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.