Press Releases 2019
Notice Concerning
the Additional Acquisition of Shares
Intended to Make Yahoo Japan Corporation
a Consolidated Subsidiary
May 8, 2019
SoftBank Corp.
SoftBank Corp. (“the Company”) announces that today Ken Miyauchi, Representative Director, President & CEO of the Company, pursuant to an entrustment by our board of directors' meeting held on May 7, 2019, decided to purchase new shares issued by third-party allotment (the “Capital Increase by Third-Party Allotment”) for which we will be the allottee, and which will be conducted by Yahoo Japan Corporation (code: 4689; Tokyo Stock Exchange First Section; “Yahoo Japan”) with the intention of making Yahoo Japan a consolidated subsidiary.
We will acquire all of the 1,511,478,050 new shares to be issued by Yahoo Japan for 456.5 billion yen in the Capital Increase by Third-Party Allotment. We currently owns a 12.08% ratio of the total number of issued and outstanding shares of Yahoo Japan (excluding the number of treasury shares), but after Yahoo Japan completes the tender offer for its own shares described below and we complete the acquisition of the new shares of Yahoo Japan, we are expected to own 44.64% of the total number of issued and outstanding shares of Yahoo Japan (excluding the number of treasury shares). In addition, Yahoo Japan is expected to become a consolidated subsidiary of us after our dispatches officers as a board member of Yahoo Japan. In that event, accounting will be performed with Yahoo Japan's results consolidated retrospectively to April 1, 2019, in accordance with the accounting policies of our group, and as a result our forecast of consolidated financial results for the fiscal year ending March 31, 2020, are revenue of 4,800 billion yen, operating income of 890 billion yen, and net income attributable to owners of the Company of 480 billion yen. Furthermore, we plan to pay dividends per share of 85.00 yen, of which 42.50 yen will be an interim dividend (see “5. Future Outlook” for details).
By further deepening their efforts to date, we and Yahoo Japan will utilize the service lineups of both companies, the customer base possessed by both companies—the largest in Japan, and the massive volume and variety of multi-big data that is obtained from that customer base and through IoT, to provide our individual customers with more convenient services that are tailored to their lifestyles, as well as to provide our enterprise customers with innovative solutions that resolve various issues in their industrial fields and support their business growth. Both companies will fully leverage their solid management resources to realize the foregoing, and aim to achieve further growth and development, and therefore to increase corporate values of both companies.
1. Details of the Capital Increase by Third-Party Allotment
(1)Purpose of Underwriting the Capital Increase by Third-Party Allotment
Under its corporate philosophy of “Information Revolution — Happiness for everyone,” we aspire to be a corporate group that provides the services and technologies that are the most necessary for the people of the world. Centered on our telecommunications business, we are tackling various businesses in the fields of information and technology and working to maximize its corporate value. Currently, under its “Beyond Carrier” strategy, we are going beyond the framework of a telecommunications carrier and flexibly developing its business to realize growth through providing innovative services in a wide range of industrial fields. We intend to leverage our various business foundations as a telecommunications carrier and develop new businesses that utilize the world's cutting-edge technology including artificial intelligence (AI), IoT and robotics through cooperation with our group companies and the leading companies invested in by the group companies. We consider cooperation with Yahoo Japan as an important key to powerfully promote such new businesses.
Since commencing service in 1996, Yahoo Japan has made efforts to expand its business area and to grow its business by grasping customer needs and the market environment, which has changed in accordance with evolutions in the communications environment, devices and technology. In addition, with the purpose of making its users' lives more convenient, it has worked to develop services in various areas including “Yahoo! News” as well as “Yahoo! Shopping”, “Yahoo! Auctions” and “Yahoo! Wallet.” As a result, as shown in “Tops of 2018: Digital in Japan” published by Nielsen Digital Co., Ltd., Yahoo Japan now boasts the largest user base in Japan.
In addition, Yahoo Japan set forth its aim of becoming “a data company” under its new management structure that began in Fiscal year ended March 31, 2019, as well as revising its services growth strategy and investment policies, it aims to achieve further growth by utilizing the “findings” that cannot be deduced by a human to improve its services and business; the findings are obtained by its service lineup -the largest in Japan and the massive amounts of data obtained from these services and analyzed by AI (see Yahoo Japan's “Notification of New Business Execution Team, Change in Representative Director (scheduled), and Partial Revision to the Articles of Incorporation (scheduled) “ dated January 24, 2018).
As of today, we own 613,888,900 shares of Yahoo Japan's common stock (“Yahoo Japan Common Stock”; Shareholding Ratio*: 12.08%), and we thus qualify as a major shareholder of Yahoo Japan. Furthermore, our parent company, SoftBank Group Corp. (“SBG”), owns 1,834,377,600 shares of Yahoo Japan Common Stock (Shareholding Ratio: 36.08%) through its wholly-owned subsidiary SoftBank Group Japan Corporation (“SBGJ”). Judging from the fact that we, with its shareholdings in Yahoo Japan, are an SBG's consolidated subsidiary, SBG owns a total of 2,448,266,500 shares of Yahoo Japan Common Stock (Shareholding Ratio: 48.16%), SBG qualifies as the parent company of Yahoo Japan under the effective control standard.
- [Note]
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- *“Shareholding Ratio” means the ratio with respect to the number of shares (5,083,750,615 shares) obtained by deducting the number of treasury shares owned by Yahoo Japan as of March 31, 2019, (67,879,000 shares) from its total number of issued shares as of March 31, 2019, (5,151,629,615 shares) as stated in the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2019 (IFRS)” published by Yahoo Japan on April 25, 2019, which is rounded to the nearest hundredth (0.01) percentage point. The same applies in this Press Release.
- *
We and Yahoo Japan have deepened our cooperation from before. Specifically, in addition to executing a business collaboration agreement regarding various telecommunications-related businesses beginning with “Yahoo! BB”, we have expanded our services for smartphone customers with our collaboration mainly in e-commerce, improved the comprehensive value of telecommunications and its related services through the realization of synergy effects, and differentiated ourselves from other carriers. In June 2018, we and Yahoo Japan incorporated our joint venture company, PayPay Corporation, and embarked on endeavors to expand new businesses such as mobile payments named PayPay using bar codes and QR codes. Furthermore, while we and Yahoo Japan remain aware that the opportunities for cooperation between the two companies are extremely wide-ranging, both recognize it essential that strategic decision mainly about technology development should be made with speed and in close contact, in the harshly competitive environment in which we and Yahoo Japan operate. For this reason, on August 15, 2018, we and Yahoo Japan strengthened the relationship through a capital alliance effected by the acquisition by us of a certain amount of Yahoo Japan Common Stock (613,888,900 shares (shareholding ratio: 12.08%)) (see Yahoo Japan's “Announcement of Opinion Regarding Third Party Tender Offer for the Company's Shares by SoftBank Corp., a Subsidiary of Our Parent Company, SoftBank Group Corp. and Acquisition of Shares of the Company by way of Self-Tender Offer “ dated July 10, 2018).
As a result of this strengthened capital relationship, we and Yahoo Japan have aimed to improve the corporate value of both companies and have continued to discussion regarding various policies. During these process, we started to develop the thought that, in order to respond to changes in the competitive environment, it is extremely important to deepen the coordination with the Yahoo Japan group in FinTech and other non-telecommunications business fields so as to maximize synergy effects and to expand and enhance mutual customer bases, as well as to accelerate the provision of services suited to users.
Moreover, in order to realize these benefits, we determined that it is essential first to further deepen and expand the cooperative relationship with Yahoo Japan. Therefore, starting in early February 2019, we began to consider an additional acquisition of Yahoo Japan Common Stock with an eye towards making Yahoo Japan a consolidated subsidiary. Subsequently, in the middle of February, we informed Yahoo Japan that we intend to conduct an additional acquisition of Yahoo Japan Common Stock with an aim at making Yahoo Japan our consolidated subsidiary, and proceeded with discussions with Yahoo Japan about such an acquisition. As a result, in late February, we and Yahoo Japan reached the shared understanding that by making Yahoo Japan the consolidated subsidiary of us through an acquisition by us of additional shares of Yahoo Japan Common Stock through the Capital Increase by Third-Party Allotment, our group will jointly and actively develop non-telecommunications business including FinTech, and both companies will make optimal deployment of management resources based on an integrated strategy and will maximize synergy effects, thereby contributing to further improvement in growth, development, and corporate value for us and Yahoo Japan.
Specifically, we and Yahoo Japan benefit from (ⅰ) a service lineup that will be expanded using our services built on our telecommunications business, together with Yahoo Japan's media business and commerce business, (ⅱ) the largest customer base in Japan which will be held by the two companies, and (ⅲ) the massive volume and variety of multi-big data that is obtained from that customer base and through IoT. By utilizing these advantages, we and Yahoo Japan will provide our individual customers with more convenient services that are tailored to their lifestyles, and will provide our enterprise customers with innovative solutions that will resolve various issues in their industrial fields and support their business growth. To begin with, in addition to efforts to further strengthen the FinTech field, we are accelerating business expansion in various non-telecommunications business fields. Both companies will leverage their solid management resources to realize the foregoing, and aim to achieve further growth and development, as well as to increase corporate values of both companies.
Furthermore, Yahoo Japan, having considered conducting a tender offer for its own shares (the “Tender Offer”) targeted at the Yahoo Japan Common Stock held by SBGJ in parallel with the additional acquisition of Yahoo Japan Common Stock by us, informed SBG in late February 2019 of its intentions regarding the Capital Increase by Third-Party Allotment and the Tender Offer and then proceeded with consultations. At the beginning of March 2019, it determined that the conducting of the Capital Increase by Third-Party Allotment and the Tender Offer would contribute to the interests of Yahoo Japan's shareholders and reached an agreement with SBG on carrying out the Tender Offer. (See Yahoo Japan's “Announcement of Issuance of New Shares Through a Third-Party Allotment, Acquisition of the Shares of the Company by Tender Offer and Changes of Our Parent Company and Largest Shareholder” dated today.)
(2)Outline of the Capital Increase by Third-Party Allotment
We plan to purchase the total number of shares to be issued through the Capital Increase by Third-Party Allotment under the following conditions.
- (ⅰ)Payment date: June 27, 2019
- (ⅱ)Number of shares to be purchased: 1,511,478,050 shares of common stock
- (ⅲ)Purchase price: 302 yen per share
- (ⅳ)Total amount of purchase price: 456,466,371,100 yen
However, the purchase by us of the Capital Increase by Third-Party Allotment will be on the condition on the payment date (which furthermore will be June 27, 2019, as set forth above, although the purchase agreement executed by us and Yahoo Japan stipulates that we will pay the amount in full by June 26, 2019), (ⅰ) that the registration in accordance with the Financial Instruments and Exchange Act has come into effect, and (ⅱ) that the tender offer period for the Tender Offer has expired and the receipt of assignment of the Yahoo Japan Common Stock is complete.
2. Outline of Subsidiary Being Changed (Yahoo Japan Corporation)
(1) Trade name | Yahoo Japan Corporation | ||||
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(2) Address | 1-3 Kioicho, Chiyoda-ku, Tokyo | ||||
(3) Name and title of representative | Kentaro Kawabe, President and Representative Director | ||||
(4) Nature of business | Internet advertising, e-commerce, members services and other businesses | ||||
(5) Share capital | 8,939 million yen (as of March 31, 2019) | ||||
(6) Founded | January 31, 1996 | ||||
(7) Major shareholders and shareholding ratios[(as of March 31, 2019)] | SoftBank Group Corp. | 36.08% | |||
SoftBank Corp. | 12.08% | ||||
GOLDMAN SACHS & CO. REG (Standing proxy: Goldman Sachs Japan Co. Ltd.) |
3.23% | ||||
Japan Trustee Services Trust Bank, Ltd. (Trust Account) | 2.58% | ||||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 2.14% | ||||
THE CHASE MANHATTAN BANK, N.A. LONDON SPECIAL ACCOUNT NO.1 (Standing proxy: Mizuho Bank, Ltd.) |
1.48% | ||||
SSBTC CLIENT OMNIBUS ACCOUNT (Standing proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo branch) |
1.33% | ||||
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) (Standing proxy: MUFG Bank, Ltd.) |
1.21% | ||||
BBH FOR FIDELITY LOW-PRICED STOCK FUND (PRINCIPAL ALL SECTOR SUBPORTFOLIO) (Standing proxy: MUFG Bank, Ltd.) |
0.99% | ||||
JP MORGAN CHASE BANK 385632 (Standing proxy: Mizuho Bank, Ltd.) |
0.97% | ||||
(8) Relationship between Yahoo Japan and the Company | Capital relationship | The Company's Shareholding Ratio of Yahoo Japan Common Stock is 12.08%. SBG, the Company's parent company, has a Shareholding Ratio of 48.16% in Yahoo Japan Common Stock (including the portion indirectly held through the Company). | |||
Personnel relationship | Masayoshi Son, the Chairman of the Board of Directors of the Company; Ken Miyauchi, the Representative Director of the Company; and Kazuko Kimiwada, the Audit & Supervisory Board Member of the Company, serve as directors of Yahoo Japan. Kentaro Kawabe, the member of the Company's Board of Directors, serves as a Representative Director of Yahoo Japan. |
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Business relationship | The Company and Yahoo Japan have business transactions with the Company including advertising submissions, communications services and point campaigns. | ||||
(9) Consolidated results of operations and consolidated financial position of the Company in the most recent three-year period | |||||
Fiscal year end | Fiscal year ended March 31, 2017 | Fiscal year ended March 31, 2018 | Fiscal year ended March 31, 2019 | ||
Equity attributable to owners of the parent | 930,820 million yen | 1,013,368 million yen | 818,291 million yen | ||
Total assets | 1,534,212 million yen | 2,516,633 million yen | 2,429,601 million yen | ||
Equity attributable to owners of parent per share | 163.51 yen | 177.97 yen | 160.96 yen | ||
Revenue | 853,730 million yen | 897,185 million yen | 954,714 million yen | ||
Operating income | 192,049 million yen | 185,810 million yen | 140,528 million yen | ||
Net profit before income taxes | 193,475 million yen | 193,177 million yen | 123,370 million yen | ||
Net income attributable to owners of parent | 136,589 million yen | 131,153 million yen | 78,677 million yen | ||
Basic earnings per share attributable to owners of parent | 23.99 yen | 23.04 yen | 14.74 yen | ||
Dividends per share | 8.86 yen | 8.86 yen | 8.86 yen |
- [Note]
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- *Based on the register of shareholders as of March 31, 2019, major shareholders and the shareholding ratio before the offering is indicated as a ratio to the number (5,083,750,615 shares) of the total number of outstanding issued shares as of March 31, 2019 (5,151,629,615 shares) less the Company's shares (67,879,000 shares) owned by the company as of the same day, rounded to the nearest hundredth (0.01) percentage point.
- *
3. Number of Acquired Shares, Acquisition Price and Status of Shareholding Ratios Before and After Acquisition
(1) Number of shares held before change | 613,888,900 shares (Number of voting rights: 6,138,889 units) (Ratio of voting rights holding: 12.08%) |
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(2) Number of shares acquired | 1,511,478,050 shares (Number of voting rights: 15,114,780 units) |
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(3) Acquisition price | Yahoo Japan Common stock | 456,466 million yen |
Advisory expenses, etc. (estimated) | 20 million yen | |
Total (estimated) | 456,486 million yen | |
(4) Number of shares held after change | 2,125,366,950 shares (Number of voting rights: 21,253,669 units) (Ratio of voting rights holding: 44.64%) |
- [Note]
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- *The ratio of voting rights holding under “(4) Number of shares held after change” is stated as the ratio after the completion of the purchase of the entire amount planned in the Tender Offer. The ratio only for the case where SBGJ accepts the Tender Offer is indicated.
- *
4. Schedule
(1) Date of resolution by the board of directors | May 7, 2019 |
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(2) Date of decision by the representative director of the Company | May 8, 2019 |
(3) Payment date by third-party allotment | June 27, 2019 (scheduled) |
5. Future Outlook
As a result of the Capital Increase by Third-Party Allotment, the Tender Offer and our dispatch of officers as a member of the board of Yahoo Japan, etc. , Yahoo Japan and Yahoo Japan's consolidated subsidiaries are planned to become our consolidated subsidiaries in the consolidated financial results for the fiscal year ending March 31, 2020.
The Capital Increase by Third-Party Allotment and the Tender Offer will be treated as transactions under common control, and accounting will be performed with the Capital Increase by Third-Party Allotment and the Tender Offer consolidated retrospectively to April 1, 2019, in accordance with the accounting policies of our group. The forecast of consolidated results for the fiscal year ending March 31, 2020 after this retrospective application are expected to be revenue of 4,800 biilliion yen, operating income of 890 billion yen and net income attributable to owners of the parent of 480 billion yen. The dividends per share is also planned to be 85.00 yen annually, of which 42.50 yen will be an interim dividend (see our “Consolidated Financial Report For the Fiscal Year Ended March 31, 2019 (IFRS)” dated today).
6. Matters Concerning Transactions, etc. with Controlling Shareholder
Because Yahoo Japan is a company that has SBG as a parent company, as is also the case with us, the underwriting of the Capital Increase by Third-Party Allotment constitutes a significant transaction, etc. with controlling shareholder as stipulated in Rule 441-2(1) of the Securities Listing Regulations of the Tokyo Stock Exchange.
(1) Relevance of the Transactions, etc. with Controlling Shareholder and Compliance with the Policy on Measures to Protect Minority Shareholders
Under the “policy on measures to protect minority shareholders in conducting transactions with controlling shareholder” that the Company has indicated in its Corporate Governance Report, the stated policy when conducting transactions between relevant parties, including transactions with the parent company group, is to pay particular attention to whether that transaction is reasonable in terms of the management of the Company group and whether the terms and conditions of the transaction are appropriate compared with other external transactions, and for particularly significant transactions, to carry them out with the approval of the board of directors at such times. Based on the awareness that the underwriting of the Capital Increase by Third-Party Allotment is a particularly significant transaction, the board of directors has decided to take the following measures and undergo a fair and appropriate process, and the Company has determined that this conforms with the relevant policy.
(2) Matters Concerning Measures to Ensure Fairness and Measures to Avoid Conflict of Interests
The terms and conditions of the Capital Increase by Third-Party Allotment, including the purchase price, have been decided through negotiations between the Company and Yahoo Japan as independent parties.
In addition, among the board of directors of the Company, Kentaro Kawabe concurrently serves as the President and Representative Director of Yahoo Japan and Masayoshi Son concurrently serves as the Representative Director and Chairman of SBG and as a Director of Yahoo Japan, and among the audit & supervisory board members of the Company, Kazuko Kimiwada concurrently serves as a Director of Yahoo Japan. Therefore, from the perspective of excluding arbitrariness in the decision-making process of the Company when considering and deciding upon the Capital Increase by Third-Party Allotment and to ensure the independence of the decision, these members of the board of directors and the audit & supervisory board did not participate in the deliberations and the resolution of the board of directors concerning the Capital Increase by Third-Party Allotment, and also did not participate in the consultations and negotiations with Yahoo Japan in their positions at the Company. Furthermore, although Ken Miyauchi, the Representative Director, President & CEO of the Company, concurrently serves as a Director of SBG and Yahoo Japan, he is not in a position that executes business at either company. It was therefore determined that his participation in the decision-making process at the Company would not give rise to a conflict of interest situation, and although he participated in the deliberations and resolution of the board of directors of the Company concerning the Capital Increase by Third-Party Allotment, he did not participate in the deliberations and resolution of the board of directors of Yahoo Japan concerning the Capital Increase by Third-Party Allotment.
Thereafter, at the meeting of a Company's board of directors with all members in attendance except for Kentaro Kawabe, Masayoshi Son and Kazuko Kimiwada, who were not participating in the deliberations and resolution concerning the Capital Increase by Third-Party Allotment for the aforementioned reasons, the conducting of the Capital Increase by Third-Party Allotment was unanimously approved by all members of the board of directors in attendance. In addition, as set forth in the following section, “(3) Outline of the Opinion Obtained from Parties with No Interests in the Controlling Shareholder Concerning the Determination that the Relevant Transaction, etc. is not Disadvantageous for Minority Shareholders,” in order to ensure the fairness of the Capital Increase by Third-Party Allotment, the Company obtained opinions on this matter at the relevant meeting of the board of directors from all outside directors and outside audit & supervisory board members who do not have interests with the Company, Yahoo Japan, and SBG and who do not risk creating conflicts of interests with ordinary shareholders, and these opinions were to the effect that the Capital Increase by Third-Party Allotment will not be disadvantageous for minority shareholders of the Company.
(3) Outline of the Opinion Obtained from Parties with No Interests in the Controlling Shareholder Concerning the Determination that the Relevant Transaction, etc. is not Disadvantageous for Minority Shareholders
The Company consulted all of its outside directors and outside audit & supervisory board members who do not have interests with the Company, Yahoo Japan, and SBG and who do not risk creating conflicts of interests with ordinary shareholders regarding (ⅰ) the validity of the purpose of the Capital Increase by Third-Party Allotment, (ⅱ) the adequacy of the procedures for the Capital Increase by Third-Party Allotment, (ⅲ) the appropriateness of the terms and conditions of the Capital Increase by Third-Party Allotment, including the purchase price and (iv) based thereon, whether the decision on the Capital Increase by Third-Party Allotment would be disadvantageous for the minority shareholders of the Company.
All of such Company's outside directors and outside audit & supervisory board members received and considered an explanation from the Company concerning the purpose and background of the Capital Increase by Third-Party Allotment, the number of shares to be purchased, the method of calculating the purchase price and other terms and conditions, and the adequacy and fairness, etc. of the procedures for the Company's decision-making concerning the Capital Increase by Third-Party Allotment.
As a result, all of such Company's outside directors and outside audit & supervisory board members comprehensively considered items (ⅰ) through (ⅲ) below, etc., and stated their opinion determining that the Capital Increase by Third-Party Allotment is not disadvantageous for the minority shareholders of the Company at the meeting of the Company's board of directors that decided upon the resolution concerning the conducting of the Capital Increase by Third-Party Allotment, and that opinion has been recorded in the minutes.
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(i)
Purpose of the Capital Increase by Third-Party Allotment
While it is essential for the Company to further strengthen non-telecommunications business fields including FinTech in order to respond to the drastic changes in the recent competitive environment and continue growth, the Company and Yahoo Japan have taken independent initiatives in these fields because they are future growth areas for both companies. In this situation, the Company has come to believe that it is more desirable for the Company group to promote non-telecommunications business areas including FinTech in a unified and active manner, and for both companies to deploy management resources optimally based on an integrated strategy and to maximize synergy effects. Thus, as a means towards that goal, the Company plans to make Yahoo Japan its consolidated subsidiary, and that purpose is hereby found to be valid.
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(ii)
Adequacy of Procedures for the Capital Increase by Third-Party Allotment
In addition to the assurance of legality of the procedures for the Capital Increase by Third-Party Allotment, appropriate measures to avoid conflicts of interests have been taken such as having persons who have special interest relationships not participate in the resolution and deliberations, etc. at the board of directors meeting pertaining to the Capital Increase by Third-Party Allotment; consequently, the procedures pertaining to the Capital Increase by Third-Party Allotment are hereby found to be adequate.
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(iii)
Appropriateness of the terms and conditions of the Capital Increase by Third-Party Allotment, including the amount of payment
The purchase price in the Capital Increase by Third-Party Allotment has been set at a maximum of the closing price on May 7, 2019, and the terms and conditions, including the purchase price, have been found not to be unreasonable from the standpoint of the Company's finances; consequently, the terms and conditions for the Capital Increase by Third-Party Allotment, including the amount of payment, are hereby found to be appropriate.
(Reference) Forecast of Consolidated Results for the Fiscal Year Ending March 31, 2020 (April 1, 2019 to March 31, 2020)
(Percentages are shown as year-on-year changes)
Revenue | Operating income | Net income attributable to owners of the Company | Basic earnings per share | ||||
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Fiscal year ending March 31, 2020 | Million yen 4,800,000 |
% 2.1 |
Million yen 890,000 |
% 3.5 |
Million yen 480,000 |
% 3.0 |
Yen sen 100.27 |
- [Note]
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- *The foregoing reflects figures from Yahoo Japan's forecast of consolidated results for the fiscal year ending March 31, 2020. Because the Capital Increase by Third-Party Allotment and the Tender Offer will be treated as transactions under common control, accounting will be performed with the Capital Increase by Third-Party Allotment and the Tender Offer consolidated retrospectively to April 1, 2019, based on the accounting policies of the Company group.
Ratio of year-on-year changes is calcurated for reference purpose based on the comparison with simply aggregated figures of of SoftBank Corp. and Yahoo Japan Corporation for the fiscal year ended March 31, 2019. Yahoo Japan Corporation results were disclosed on April 25, 2019. The net income attributable to owners of the Company was calculated with the assumption that after the transaction, the Company owns 45% of the share of Yahoo Japan Corporation and only the owned portion is included.
- *
Status of dividends
Annual dividends | Payout ratio (Consolidated) |
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First quarter | Second quarter | Third quarter | Fiscal year-end | Total | ||
Fiscal year ended March 31, 2019 | Yen sen - |
Yen sen 0.00 |
Yen sen - |
Yen sen 37.50 |
Yen sen 37.50 |
% 41.7 |
Fiscal year ending March 31, 2020 (Forecast) |
- | 42.50 | - | 42.50 | 85.00 | 84.8 |
- [Note]
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- *The Company was listed on the First Section of the Tokyo Stock Exchange on December 19, 2018. Although the only dividends paid for the fiscal year ended March 31, 2019, consisted of the year-end dividend, if it is assumed that an interim dividend was made for the same amount, dividends per share would become a total of 75.00 yen for the year as a result, thereby making the (consolidated) payout ratio 83.3%.
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- * Explanation of the proper use of the forecast on financial results
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- Statements that refer to forecasts or any other future events that are made in this Press Release are estimates based on information currently available to the Company and assumptions which are deemed to be reasonable. However, these statements are subject to potential risks and uncertainties, and therefore actual results may differ substantially from these forecasts.
- For assumptions that underly the forecasts, notes on the use of forecasts, and related matters, please see “(4) Forecasts” under “1. Results of Operations” on page 14 of the Company's Consolidated Financial Report For the Fiscal Year Ended March 31, 2019 (IFRS) dated today (attached materials).