Press Releases 2019
SoftBank Corp. (the “Company”) announces that its subsidiary Z Holdings Corporation (Securities Code: 4689, Tokyo Stock Exchange First Section, “ZHD”) resolved at its board of directors meeting held on September 12, 2019 to implement a tender offer (the “Tender Offer”) for the common shares of ZOZO, Inc. (Securities Code: 3092, Tokyo Stock Exchange First Section, the “Target”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948; as amended), and commenced the Tender Offer on September 30, 2019. Having completed the Tender Offer on November 13, 2019, the Company hereby announces the results of the Tender Offer.
The Company also announces that as a result of the Tender Offer, the Target became a consolidated subsidiary (sub-subsidiary) of the Company as of November 13, 2019, the last day of the purchase period of the Tender Offer (the “Tender Offer Period”).
Ⅰ. Results of the Tender Offer
Please refer to the “Announcement of Results of Tender Offer by the Company for Shares of ZOZO, Inc. (Securities Code: 3092) and Change in the Company's Subsidiaries”as announced by ZHD.
Ⅱ. Change in consolidated subsidiary (sub-subsidiary)
1. Reason for change
As a result of the Tender Offer, the Target became a consolidated subsidiary (sub-subsidiary) of the Company as of November 13, 2019 (the last day of the Tender Offer Period).
2. Outline of the subsidiary (sub-subsidiary) (the Target) subject to change
|(1)||Trade name||ZOZO, Inc.|
|(2)||Address||6-1, Nakase 2-chome, Mihama-ku, Chiba-shi, Chiba|
|(3)||Name and title of representative||Kotaro Sawada, Representative Director, President & CEO|
|(4)||Nature of business||Operation of an e-commerce fashion website,
distribution of private brand, operation of fashion media
|(5)||Share capital||1,359 million yen (As of September 12, 2019)|
|(6)||Founded||May 21, 1998|
|(7)||Major shareholders and shareholding ratios
(As of March 31, 2019)*1
|Japan Trustee Services Bank, Ltd. (Trust Account)||3.14%|
|The Master Trust Bank of Japan, Ltd. (Trust Account)||3.14%|
|Mli For Client General Omni Non Collateral Non Treaty-Pb
(standing proxy) Merrill Lynch Japan Securities Co., Ltd.
|Goldman Sachs and Company (Regular account)
(standing proxy) Goldman Sachs Japan Co. Ltd.
|Msco Customer Securities
(standing proxy) Morgan Stanley MUFG Securities Co., Ltd.
|The Bank Of New York Mellon 140051
(standing proxy) Mizuho Bank, Ltd., Settlement & Clearing Services Department
|Japan Trustee Services Bank, Ltd. (Trust Account 5)||1.37%|
|State Street Bank West Client – Treaty 505225
Mizuho Bank, Ltd., Settlement & Clearing Services Department
|Japan Trustee Services Bank, Ltd. (Trust Account 7)||1.23%|
|(8)||Relationship between the Company and the Target|
|Capital relationship||Not applicable.|
|Personnel relationship||Not applicable.|
|Business relationship||Not applicable.|
|Whether the Company falls under related party||Not applicable.|
|(9)||Consolidated results of operations and financial position of the Target for the most recent three-year period*2|
|Fiscal year||Fiscal year ended March 2017||Fiscal year ended March 2018||Fiscal year ended March 2019|
|Consolidated net assets (million yen)||29,868||40,810||22,656|
|Consolidated total assets (million yen)||55,720||70,712||78,961|
|Consolidated net assets per share (yen)||94.39||130.95||73.85|
|Consolidated revenue (million yen)||76,393||98,432||118,405|
|Consolidated operating profit (million yen)||26,284||32,669||25,654|
|Consolidated ordinary profit (million yen)||26,442||32,740||25,717|
|Net profit attributable to the shareholders of the parent (million yen)||17,035||20,156||15,985|
|Consolidated net profit per share (yen)||54.66||64.68||52.20|
|Dividend per share (yen)||36.00||29.00||24.00|
“(7) Major shareholders and shareholding ratios (As of March 31, 2019)” is based on “Status of Major Shareholder(s)” of the 21st Business Period Annual Securities Report submitted by the Target on June 26, 2019.
The Target conducted a share split at a ratio of three (3) shares per one (1) Target share on October 1, 2016 (the “Share Split”). As such, “Consolidated net assets per share” and “Consolidated net profit per share” for the fiscal year ended March 2017 have been calculated under the assumption the Share Split was conducted at the beginning of the relevant consolidated fiscal year. Further, “Dividend per share” for the fiscal year ended March 2017 has been calculated by adding the term-end dividend per share of 16 yen (after the Share Split) to the interim dividend per share of 20 yen (before the Share Split).
3. Overview of the subsidiary acquiring shares (ZHD)
|(1)||Trade name||Z Holdings Corporation|
|(2)||Address||1-3 Kioicho, Chiyoda-ku, Tokyo|
|(3)||Name and title of representative||Kentaro Kawabe, President and CEO|
|(4)||Nature of business||Business management of group companies' operations, etc.|
|(5)||Share capital||237,404 million yen (as of September 30, 2019)|
|(6)||Founded||January 31, 1996|
4. Number of shares acquired, acquisition price, and shareholding before and after acquisition
|(1)||Number of shares held before changes in the scope of consolidation||- shares
(Number of voting rights: - voting rights)
(Ratio of voting rights held: -%)
|(2)||Number of shares acquired||Target shares: 152,952,900 shares
(Number of voting rights: 1,529,529 voting rights)
|(3)||Acquisition price||Target shares: 400,736 million yen|
|(4)||Number of shares held after changes in the scope of consolidation||152,952,900 shares
(Number of voting rights: 1,529,529 voting rights)
(Ratio of voting rights held: 50.10 %)
For the purpose of calculating the “Ratio of voting rights held,” the number of the voting rights (3,052,951) relating to the number of shares (305,295,182 shares) which is obtained by subtracting the number of treasury stock held by the Target as of September 30, 2019 (6,349,103 shares) from the number of outstanding shares as of September 30, 2019 (311,644,285 shares) as disclosed in the Target's Q2 Financial Reports is used as denominator.
“Ratio of voting rights held” are rounded to the nearest hundredth (0.01) percentage point.
5. Date of planned changes in the scope of consolidation
November 13, 2019 (Wednesday) (the last day of the Tender Offer Period)
6. Future prospects
The impact that the changes in the scope of consolidation resulting from the Tender Offer may have on the Company's earnings forecast for the current fiscal year is immaterial, and there will be no changes to consolidated financial result forecasts for the fiscal year ending March 31, 2020.
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