Press Releases 2012

Announcement of Amending Part of the Share Exchange Agreement
between SOFTBANK CORP. and eAccess Ltd.

November 2, 2012
SOFTBANK CORP.
eAccess Ltd.

SOFTBANK CORP. (“SOFTBANK”) and eAccess Ltd. (“eAccess”) previously announced in the “Announcement of Making eAccess Ltd. a Wholly-owned Subsidiary of SOFTBANK CORP. Through Share Exchange And Business Alliance between SOFTBANK MOBILE Corp. and eAccess Ltd.” dated October 1, 2012 (the “October 1 Announcement”) that both companies entered into a share exchange agreement (the “Agreement” and, the share exchange (kabushiki koukan) to be executed under the Agreement, the “Share Exchange”) whereby SOFTBANK will become the sole parent company of eAccess and eAccess will become SOFTBANK's wholly-owned subsidiary. Today, SOFTBANK and eAccess hereby announce that the Board of Directors of both companies, at meetings held today, resolved to execute an amendment agreement (the “Amendment Agreement”) to amend part of the Agreement as follows, taking into consideration the result of mutual consultation regarding the shortening of the schedule of the Share Exchange, the revision of the exchange rate and other matters, and that both companies entered into the Amendment Agreement.

Particulars

I. Description of the Amendment

The following text indicates changes made to corresponding text from the October 1 Announcement to reflect terms and conditions modified by the Amendment Agreement. Amended section bolded.

Before Amendment*1

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 (Extraordinary Shareholders' Meeting). We will promptly announce the specific dates for the procedures of the Share Exchange once they are decided.

(Subsequent text not modified)

[Note]
  • *1The change of the date of the “Resolution at the Board of Directors' meeting (SOFTBANK)” was announced in the press release of SOFTBANK and eAccess dated October 5, 2012.
After Amendment

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)
October 17, 2012 Public notice of the record date for the Extraordinary Shareholders' Meeting (eAccess)
November 1, 2012 Record date for the Extraordinary Shareholders' Meeting (eAccess)
November 2, 2012 Resolution of the Amendment Agreement at the Board of Directors' meeting (SOFTBANK, eAccess)
November 2, 2012 Execution of the Amendment Agreement (SOFTBANK, eAccess)
December 7, 2012 (tentative) Resolution at the Extraordinary Shareholders' Meeting (eAccess)
December 25, 2012 (tentative) Final day of share trading (eAccess)
December 26, 2012 (tentative) Date of delisting (eAccess)
January 1, 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 on December 7, 2012 (Extraordinary Shareholders' Meeting).

(Subsequent text not modified)


Before amendment

(3) Details of Allotment upon Share Exchange

(Preceding text not modified)

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).

(Middle Text not modified)

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.

(Subsequent text not modified)

After amendment

(3) Details of Allotment upon Share Exchange

(Preceding text not modified)

The “Exchange Rate” shall mean 20.09, which is the ratio (rounded up to two decimal places) obtained by dividing 52,000 yen (that is considered as the appraisal value of the common stock of eAccess) by 2,589 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 a period from October 17, 2012 (inclusive) to November 2, 2012 (inclusive), with any fraction less than one (1) yen being rounded up to the nearest yen).

(Middle text not modified)

The total number of SOFTBANK common shares to be delivered upon the Share Exchange may be changed due to the 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.

(Subsequent text not modified)


Before amendment

(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon Share Exchange

(Preceding text not modified)

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.

(Subsequent text not modified)

After amendment

(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon Share Exchange

(Preceding text not modified)

If the approval of the Agreement (as may be subsequently amended, the “Amended Agreement”) necessary for the Share Exchange is obtained at the Shareholders Meeting of eAccess, eAccess shall, by the day immediately prior to the effective date of the Share Exchange, acquire and cancel, or otherwise extinguish, upon agreement with the holders of eAccess stock acquisition rights (excluding the stock acquisition rights attached to Convertible Bonds due 2016) that remain and are not exercised at that time, all of such stock acquisition rights in the amount (the “Purchase Price”) equal to the product of (i) the amount obtained by subtracting the amount per share of common stock of eAccess payable upon the exercise of such stock acquisition rights from 52,000 yen (or, if such amount is less than zero, 0 yen) and (ii) the number of shares of common stock of eAccess to be issued upon the exercise of such stock acquisition rights, and shall take all of the procedures necessary therefor under the laws and regulations. If, after the Share Exchange becomes effective, there are eAccess stock acquisition rights that remain and are not exercised at that time, eAccess shall acquire and cancel such stock acquisition rights in the Purchase Price upon agreement with the holders of such stock acquisition rights or in accordance with the provisions of Article 236, Paragraph 1, Item 7 of the Companies Act concerning such stock acquisition rights.

(Subsequent text not modified)


Before amendment

4. Grounds for Calculation of Exchange Ratio in Share Exchange

(1) Basis of Calculation

The Exchange Rate is described in 3. (3) above.

(Middle text not modified)

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”.

After amendment

4. Grounds for Calculation of Exchange Ratio in Share Exchange

(1) Basis of Calculation

The Exchange Rate is described in 3. (3) above.

(Middle text not modified)

The closing price of the common stock of eAccess was 15,070 yen as of September 28, 2012, and is 45,500 yen as of November 2, 2012. SOFTBANK and eAccess determined the appraisal value of the common stock of eAccess through mutual consultation, taking into comprehensive consideration these 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, upon the execution of the Amendment Agreement, 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 Amended Agreement is described in Exhibit 1 “The Overview of the Financial Analyses regarding the Stock Exchange Ratio by the Respective Financial Advisors”.


Before amendment

(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.

After amendment

(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 as of November 2, 2012 on the share exchange ratio made by Mizuho Securities and PLUTUS Consulting, and eAccess refers to the financial analysis as of November 2, 2012 on the share exchange ratio made by Goldman Sachs. Both parties then carefully deliberated and negotiated on the share exchange ratio. As a result, on November 2, 2012, 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.


Before amendment

(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”).

(Subsequent text not modified)

After amendment

(5) Measures to Ensure Fairness

SOFTBANK obtained from Mizuho Securities an opinion dated November 2, 2012, stating that, based on certain conditions including those described in Exhibit 1, the agreed amended 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 November 2, 2012, stating that, based on certain conditions including those described in Exhibit 1, the agreed amended share exchange ratio is 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 dated November 2, 2012, stating that, based on certain conditions, the agreed amended share exchange ratio is appropriate or fair for eAccess shareholders (other than SOFTBANK and its affiliates) from a financial perspective (so called “fairness opinion”).

(Subsequent text not modified)


Before amendment

(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.

(Subsequent text not modified)

After amendment

(6) Measures to Avoid Conflicts of Interest

Both parties do not have any personnel relationship such as dispatch of directors to each other as of October 1, 2012 on which they resolved to conduct the Share Exchange and as of November 2, 2012 on which they resolved to execute the Amendment Agreement. Therefore, as no conflict of interest arises between SOFTBANK and eAccess, both parties have not taken any measures to avoid potential conflicts of interest.

(Subsequent text not modified)


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