Press Releases 2021
SoftBank Corp. (hereinafter, the “Company”) hereby announces that at the meeting of Board of Directors held on April 23, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the “Merger”) of its wholly owned subsidiary, Shiodome Mobile, Inc. (hereinafter, the “Shiodome Mobile”), effective from July 1, 2021.
The Company omitted some disclosure items and details because the Merger is a simplified absorption-type merger of a wholly owned subsidiary.
1. Purpose of the Merger
The Company and its subsidiaries (hereinafter, the “Group”) is promoting its Beyond Carrier strategy to continuously increase its corporate value in the rapidly changing information and communications industry. At the same time, the Group is streamlining its management by implementing structural reforms. With the purpose of streamlining our organization and business operation, and enhancing the efficiency of management resources of the entire Group, we decided to carry out the absorption-type merger of Shiodome Mobile, the wholly owned subsidiary that provides and resells mobile data communication lines. Shiodome Mobile has been providing mobile Wi-Fi routers, but ceased accepting new applications of the service in February 2016 due to a change in its parent company. With the increase of mobile communication options, Shiodome Mobile judged that it would be difficult to provide stable services in the future due to a decrease in customers and the start of 5G, and decided terminating the service on March 31, 2021.
2. Outline of the Merger
(1) Schedule of the Merger
|(1) Date of the resolution of the Board of Directors||April 23, 2021|
|(2) Date of signing of the Merger agreement||April 23, 2021|
|(3) Effective date of the Merger||July 1, 2021 (planned)|
As the Merger falls under a simplified absorption-type merger as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form merger as prescribed in Article 784, Paragraph 1 of the same act in relation to Shiodome Mobile, the Merger agreement will be approved without convening General Meeting of Shareholders of either companies.
(2) Method of the Merger
The Merger will be an absorption-type merger with the Company as the surviving company. Shiodome Mobile will be dissolved.
(3) Details of allotment related to the Merger
As Shiodome Mobile is a wholly owned subsidiary of the Company, no shares or money will be allotted as a result of the Merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger
No applicable items.
3. Overview of the companies involved in the Merger
|Surviving company||Disappearing company to be absorbed|
|(1) Trade name||SoftBank Corp.||Shiodome Mobile, Inc.|
|(2) Address||1-7-1 Kaigan, Minato-ku, Tokyo||1-7-1 Kaigan, Minato-ku, Tokyo|
|(3) Name and title of representative||Junichi Miyakawa, President & CEO||Hiroyuki Terao, Representative Director|
|(4) Nature of Business||Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services||Provision and resale of mobile data communication lines and others|
|(5) Share capital||JPY 204,309 million||JPY 250 million|
|(6) Founded||December 9, 1986||September 7, 2012|
|(7) Number of shares issued||4,787,145,170 shares
(As of March 31, 2021)
(As of December 31, 2020)
|(8) Fiscal year end||March 31||December 31|
|(9) Major shareholders and shareholding ratios||SoftBank Group Japan Corporation 40.86%
JP MORGAN CHASE BANK 385632 5.83%
The Master Trust Bank of Japan, Ltd. (Trust Account) 3.41%
Custody Bank of Japan, Ltd. (Trust Account) 1.98%
STATE STREET BANK WEST CLIENT - TREATY 505234 1.07%
(As of March 31, 2021)
|SoftBank Corp. 100.00%
(As of December 31, 2020)
|(10) Financial position and results of operations for the most recent fiscal year||Fiscal year ended
March 31, 2020
|Fiscal year ended
December 31, 2020
(Standalone: Japanese GAAP)
|Equity attributable to owners of the Company||JPY 1,000,546 million||Net assets||JPY 397 million|
|Total assets||JPY 9,792,258 million||Total assets||JPY 435 million|
|Equity per share attributable to owners of the Company||JPY 211.03||Net assets per share||JPY 79,402|
|Revenue||JPY 4,861,247 million||Revenue||JPY 221 million|
|Operating income||JPY 911,725 million||Operating income||JPY (1) million|
|Profit (loss) before income taxes||JPY 811,195 million||Ordinary income/loss||JPY (0) million|
|Net income attributable to owners of the Company||JPY 473,135 million||Net income||JPY (0) million|
|Basic earnings per share||JPY 99.27||Net income per share||JPY (83.30)|
4. Status after the Merger
There will be no changes in trade name, address, name and title of representative, nature of business, share capital, or fiscal year end of the Company.
Since this is a merger of a wholly owned subsidiary of the Company, the effect of the Merger on the Company's consolidated results of operations is immaterial.