Press Releases 2006

SOFTBANK announces the completion of Vodafone K.K.’s acquisition

Apr. 27, 2006

SOFTBANK CORP. (“SOFTBANK”) announced that its wholly-owned subsidiary, BB Mobile Corp. (Head office: Minato-ku, Tokyo; Representative: Masayoshi Son, hereinafter “BB Mobile”), completed payment concerning the recent tender offer for shares of Vodafone K.K. (Head office: Minato-ku, Tokyo; Representative: William T. Morrow, hereinafter “Vodafone”) and acquired 5,299,814 shares of Vodafone. Today, BB Mobile also acquired all shares in Metrophone Service Co., Ltd. (Head office: Minato-ku, Tokyo; Representative: John Durkin; hereinafter “Metrophone”) as well as its 103,099 shares in Vodafone that it owned. As a result, BB Mobile now holds 5,402,913 shares in Vodafone (99.5% of outstanding shares).

Through this payment, BB Mobile has completed the capital increase through third-party allotment of common shares (200 billion yen) to SOFTBANK’s wholly-owned subsidiary, Mobiletech Corporation (Head office: Minato-ku, Tokyo; Representative: Junichi Miyakawa) as well as through third-party allotment of preferred shares (total of 220 billion yen) to Vodafone Group Plc (Head office: London, U.K.; Chief Executive: Arun Sarin) and SOFTBANK’s consolidated subsidiary, Yahoo Japan Corporation (Head office: Minato-ku, Tokyo; Representative: Masahiro Inoue). BB Mobile has also obtained a subordinated loan of 100 billion yen from Vodafone International Holdings B.V., and in addition obtained a loan of approximately 1.16 trillion yen, based on the bridging facility agreement for a total of 1.28 trillion yen from a total of 17 institutions that includes 7 financial institutions* serving as mandated lead arrangers, thus completing all transactions concerning the tender offer as scheduled.

With the completion of the Vodafone acquisition, the SOFTBANK Group will continue striving to create a truly ubiquitous society.

1. Outline of Metrophone

(1) Trade name Metrophone Service Co., Ltd.
(2) Representative John Durkin
(3) Location 2-5-1 Atago, Minato-ku, Tokyo
(4) Date of incorporation June 6, 1991
(5) Main business Commissioned research on automobile telephone/mobile phone technologies and markets
(6) Capital 100 million yen
[Note]
  • *The representative of Metrophone has changed to Ken Miyauchi as of today.

2. Acquisition of Metrophone

(1) Acquisition cost 32,245 million yen
(2) Settlement date April 27, 2006

3. Others

In the event that the SOFTBANK Group is unable to acquire all Vodafone shares (excluding treasury shares), it intends to turn Vodafone into a wholly-owned subsidiary by invoking the Law on Special Measures for Industrial Revitalization to compel remaining shareholders to surrender their shares in exchange for cash.

[Note]
  • *Seven financial institutions serving as mandated lead arrangers:
    • Deutsche Bank AG, Tokyo Branch
    • Mizuho Corporate Bank, Ltd.
    • Citibank, N.A., Tokyo Branch
    • Goldman Sachs (Japan) Ltd., Tokyo Branch
    • Sumitomo Mitsui Banking Corporation
    • Calyon, Tokyo Branch
    • WestLB AG, Tokyo Branch

Reference

Related press releases

March 17, 2006 SOFTBANK to acquire Vodafone K.K., to establish mobile communications business alliance with Yahoo! JAPAN
April 3, 2006 Announcement concerning the start of a tender offer by BB Mobile
April 4, 2006 SOFTBANK appoints seven financial institutions to serve as mandated lead arrangers in the financing of its purchase of Vodafone’s Japanese unit
April 25, 2006 Announcement of the results of the tender bid offer by BB Mobile and the change in the specified subsidiary
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