Press Releases 2021

Notice Concerning the Result of the Tender Offer for
the Share Certificates, etc. of, eMnet Japan co. ltd.
(Securities Code: 7036)

June 22, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter, the “Tender Offeror”) announces that the Tender Offeror decided on May 21, 2021 to implement a tender offer (hereinafter, the “Tender Offer”) for the common shares and the Share Options (defined in “(3) Type of Share Certificates, etc. Related to the Tender Offer” in “1. Summary of the Purchase” below) of eMnet Japan co. ltd. (Securities Code: 7036) (hereinafter, the “Target Company,” and the common shares of the Target Company shall be referred to as the “Target Company Shares” hereinafter) listed on the Mothers Market of the Tokyo Stock Exchange, Inc. (hereinafter, the “TSE”) pursuant to the Financial Instruments and Exchange Act (Act No.25 of 1948, as amended; hereinafter, the “Act”), and, having commenced the Tender Offer from May 24, 2021, that the Tender Offer was completed on June 21, 2021, as follows.

1. Summary of the Purchase

(1) Name and location of the Tender Offeror

  • SoftBank Corp.
  • 1-7-1 Kaigan, Minato-ku, Tokyo

(2) Name of the Target Company

  • eMnet Japan co. ltd.

(3) Type of Share Certificates, etc. Related to the Tender Offer

  1. (ⅰ)
    Common shares
  2. (ⅱ)
    Share options
    1. a.
      1st Series Share Options issued by the resolution of the Target Company's Extraordinary General Meeting of Shareholders on December 13, 2017 and by the resolution of the Target Company's Board of Directors on the same day (hereinafter, the “1st Series Share Options”) (Exercise period from December 14, 2019 to December 13, 2027)
    2. b.
      2nd Series Share Options issued by the resolution of the Target Company's Ordinary General Meeting of Shareholders on March 25, 2020 and by the resolution of the Target Company's Board of Directors on the same day (hereinafter, the “2nd Series Share Options”) (Exercise period from March 26, 2022 to March 25, 2024)
    3. c.
      3rd Series Share Options issued by the resolution of the Target Company's Ordinary General Meeting of Shareholders on March 25, 2020 and by the resolution of the Board of Directors on March 17, 2021 (hereinafter, the “3rd Series Share Options”; the 1st Series Share Options, the 2nd Series Share Options and the 3rd Series Share Options are hereinafter collectively referred to as the “Share Options”) (Exercise period from March 18, 2023 to March 17, 2025)

(4) Number of Share Certificates, etc. to Be Purchased

Type of Share Certificates, etc. Number of Shares to Be Purchased Minimum Number of Shares to Be Purchased Maximum Number of Shares to Be Purchased
Common shares 791,200 shares 791,200 shares -
Total 791,200 shares 791,200 shares -
[Notes]
  1. *1
    If the total number of share certificates, etc. tendered in the Tender Offer (hereinafter, the “Tendered Share Certificates, etc.”) falls below the minimum number of shares to be purchased (791,200 shares), none of the Tendered Share Certificates, etc. will be purchased. If the total number of Tendered Share Certificates, etc. is equal to or exceeds the minimum number of shares to be purchased, all of the Tendered Share Certificates, etc. will be purchased.
  2. *2
    The number of shares to be purchased is set at the same number as the minimum number of shares to be purchased (791,200 shares). However, the maximum number of the Share Certificates, etc. of the Target Company that could possibly be acquired by the Tender Offeror through the Tender Offer is calculated as the sum of (ⅰ) the total number of shares issued by the Target Company (1,881,200 shares) as of May 12, 2021 as described in the “First Quarterly Report for the 9th Fiscal Year” submitted by the Target Company on May 12, 2021 (hereinafter, the “Target Company's First Quarterly Report”); (ⅱ) the number of Target Company Shares (30,000 shares) issued upon the exercise of 75 units of the 1st Series Share Options from May 13, 2021 to May 21, 2021; and (ⅲ) the number of Target Company Shares (total: 64,400 shares) underlying all of the Share Options outstanding as of May 21, 2021 (according to the Target Company, the 1st Series Share Options (93 units) (shares underlying the share options: 37,200); the 2nd Series Share Options (255 units) (shares underlying the share options: 25,500), and the 3rd Series Share Options (17 units) (shares underlying the share options: 1,700)), for a total number of shares (1,975,600 shares), and (ⅳ) subtracting from this total number of shares (1,975,600 shares) the number of treasury shares (29 shares) owned by the Target Company as of March 31, 2021, as described in the Target Company's “Summary of Financial Results (Japanese GAAP) for the First Quarterly of the Fiscal Year Ending in December 31, 2021 (Non-Consolidated)” (hereinafter, the “Target Company's Summary of First Quarterly Financial Results) announced by the Target Company on May 11, 2021 (1,975,571 shares).
  3. *3
    Shares less than one share unit are also subject to the Tender Offer. In cases where holders of shares less than one share unit demand that the Target Company purchase their shares that are less than one share unit pursuant to the Companies Act (Act No.86 of 2005, as amended), the Target Company may purchase its own shares during the period of the Tender Offer, etc. (hereinafter the “Tender Offer Period”) according to the procedures set forth by the relevant laws and regulations.
  4. *4
    None of the treasury shares held by the Target Company are planned to be acquired through the Tender Offer.
  5. *5
    The Share Options could be exercised by the last day of the Tender Offer Period. Any Target Company Shares issued or transferred through the exercise of such Share Options will also be subject to the Tender Offer.

(5) Period of Purchase, etc.

  1. Initial Period of Purchase as of the time of Submission of the Tender Offer Statement

    From May 24, 2021 (Monday) to June 21, 2021 (Monday) (21 business days)

  2. Possibility of an Extension of the Tender Offer Period upon Request from the Target Company

    If the Target Company submitted an opinion report requesting an extension of the Tender Offer Period in accordance with Article 27-10, Paragraph 3 of the Act, the Tender Offer Period was to be extended to 30 business days, until Friday, July 2, 2021; however, this did not happen.

(6) Tender Offer Price

Common Shares JPY 2,257 per share
1st Series Share Options JPY 1 per share option
2nd Series Share Options JPY 1 per share option
3rd Series Share Options JPY 1 per share option

2. Results of Purchase, etc.

(1) Success or Failure of the Tender Offer

Since the total number of share certificates, etc. tendered (791,201 shares) exceeded the minimum number of shares to be purchased (791,200 shares), the Company purchased all of the tendered share certificates as described in the Notice of Commencement of Tender Offer regarding the Tender Offer and the Tender Offer Statement (including the items that were revised by the Amendment of the Tender Offer Statement submitted on June 4, 2021).

(2) Reporting Date for Results of the Tender Offer and Name of Newspaper Carrying the Report

Pursuant to Article 27-13, Paragraph 1 of the Act, the result of the Tender Offer was announced to media institutions at the Tokyo Stock Exchange on June 22, 2021 by the method stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer (Ministry of Finance Japan Ordinance No. 38 of 1990, as amended).

(3) Number of Share Certificates, etc. Purchased

Type of Share Certificate ① Number of share certificates tendered converted to shares ② Number of share certificates purchased converted to shares
Share certificates 791,201 shares 791,201 shares
Share option certificates - -
Bonds with share options - -
Trust beneficiary certificates in shares, etc. - -
Depositary receipt for shares, etc. - -
Total 791,201 shares 791,201 shares
(Total number of diluted share certificates, etc.) (-) (-)

(4) Ownership Ratio of Share Certificates, etc. after the Purchase

Number of Voting Rights relating to Share Certificates, etc. held by the Tender Offeror before the Purchase - (Share Certificates, etc. Ownership Ratio before the Purchase: - %)
Number of Voting Rights relating to Share Certificates, etc. held by Special Related Parties before the Purchase 11,802 (Share Certificates, etc. Ownership Ratio before the Purchase: 61.76%)
Number of Voting Rights relating to Share Certificates, etc. held by the Tender Offeror after the Purchase 7,912 (Share Certificates, etc. Ownership Ratio after the Purchase: 41.40%)
Number of Voting Rights relating to Share Certificates, etc. held by Special Related Parties after the Purchase 3,952 (Share Certificates, etc. Ownership Ratio after the Purchase: 20.68%)
Number of Voting Rights of all shareholders of the Target Company 18,794
[Notes]
  1. *1
    “Number of Voting Rights relating to Share Certificates, etc. held by Special Related Parties before the Purchase” and “Number of Voting Rights relating to Shares Certificates, etc. held by Special Related Parties after the Purchase” indicate the total number of voting rights relating to Share Certificates, etc. held by each Special Related Party.
  2. *2
    The “Number of Voting Rights of all shareholders of the Target Company” is the number of voting rights (on the assumption that 1 share unit is 100 shares) of all shareholders as of December 31, 2020, as described in the 8th Business Period Annual Securities Report submitted by the Target Company on March 25, 2021. However, shares that are less than one share unit were also subject to the Tender Offer. Accordingly, the “Share Certificates, etc. Ownership Ratio before the Purchase” and “Share Certificates, etc. Ownership Ratio after the Purchase,” are calculated using a number of voting rights of 19,111 as the “Number of Voting Rights of all shareholders of the Target Company.” The 19,111 voting rights are the number of voting rights for 1,911,171 shares calculated as the sum of (ⅰ) the total number of issued shares of the Target Company (1,881,200 shares) as of May 12, 2021 as described in the Target Company's First Quarter Report and (ⅱ) the number of Target Company Shares (30,000 shares) issued upon the exercise of 75 units of the 1st Series Share Options from May 13, 2021 to May 21, 2021; for a total number of shares (1,911,200 shares), and (ⅲ) subtracting from this total number of shares (1,911,200 shares) the number of treasury shares (29 shares) owned by the Target Company as of March 31, 2021, as described in the Target Company's Summary of First Quarter Financial Results.
  3. *3
    “Share Certificates, etc. Ownership Ratio before the Purchase” and “Share Certificates, etc. Ownership Ratio after the Purchase” are rounded to the nearest hundredth (0.01) percentage point.

(5) Calculation by the Pro Rata Method in the Tender Offer

Not applicable.

(6) Method of Settlement

  1. (ⅰ)
    Name and Address of the Head Office of Financial Instruments Business Operator or Banks Responsible for the Settlement of Purchase

    Nomura Securities Co., Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo

  2. (ⅱ)
    Settlement Commencement Date

    June 28, 2021 (Monday)

  3. (ⅲ)
    Method of Settlement

    A notice of purchase through the Tender Offer shall be mailed to the address of each of the persons who consent to the offer of purchase or offer sale of Share Certificates, etc. in the Tender Offer (hereinafter the “Tendering Shareholders”) (or to the standing proxy in the case of foreign shareholders) without delay after the expiration of the Tender Offer Period.

    Payment of the purchase price will be made in cash. The Tendering Shareholders are entitled to receive the sales proceeds from the Tender Offer without delay on or after the settlement commencement date in a manner designated by the Tendering Shareholders, such as remittance (a remittance fee may be charged).

3. Policies after Tender Offer and Future Prospects

Details on the policies after the Tender Offer and related matters are unchanged from those described in “Notice Concerning the Commencement of Tender Offer for the Share Certificates, etc. of, eMnet Japan co. ltd. (Securities Code: 7036) and Execution of a Capital and Business Alliance Agreement” announced by the Tender Offeror on May 21, 2021. The Tender Offeror will make the Target Company a consolidated subsidiary.

4. Location for Provision of a Copy of the Tender Offer Report for Inspection

SoftBank Corp.
(1-7-1 Kaigan, Minato-ku, Tokyo)

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashikabuto-cho, Chuo-ku, Tokyo)