Press Releases 2021

Notice Concerning Absorption-type Merger of Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)

June 22, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter, the “Company”) hereby announces that at the meeting of Board of Directors held on June 22, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the “Merger”) of its wholly owned subsidiary*, SB Cloud Corp. (hereinafter, “SB Cloud”), effective from October 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

Based on its growth strategy “Beyond Carrier”, the Company is working to create new businesses using cutting-edge technologies and to realize digital transformation (DX) for enterprises and society, with the telecommunications business at its core. In the cloud services that serve as the foundation for creating new businesses and realizing DX, we are promoting a Multi-cloud Strategy that comprehensively provides network, security and other solutions, in addition to “White Cloud ASPIRE,” a cloud service created in Japan by the Company and its subsidiaries (hereinafter, the “Group”), and the public cloud that is being deployed globally, in order to respond to the wide-ranging needs of our customers. For Alibaba Cloud offered by SB Cloud to Japanese companies, the Company has been a reseller partner of SB Cloud since November 2017.

In recent years, there has been a growing need from enterprises for multi-cloud services that combine optimal cloud environments for specific applications and regions. At the same time, it is necessary to build and operate cloud environments with optimal configuration in response to customer requests, and the issues unique to multi-cloud computing are also becoming increasingly complex. In solving these issues, cloud construction and operation expertise and technological capabilities are becoming increasingly important.

Accordingly, the Company decided to implement an absorption-type merger of SB Cloud and succeed SB Cloud's Alibaba Cloud related business, with the aim of solving issues of the customer and promoting DX by combining the expertise and technological capabilities of engineers in the Group and accelerate the Multi-cloud Strategy.

After the absorption-type merger of SB Cloud, the Company will continue to provide Alibaba Cloud related services for enterprises.

2. Outline of the Merger

(1) Schedule of the Merger

(1) Date of the resolution of the Board of Directors June 22, 2021
(2) Date of signing of the Merger agreement July 1, 2021 (planned)
(3) Effective date of the Merger October 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 SB Cloud, 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. SB Cloud will be dissolved.

(3) Details of allotment related to the Merger

As SB Cloud 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. SB Cloud Corp.
(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 Satoshi Uchiyama, Representative Director, CEO
(4) Nature of Business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services Design, development, trading and sales of public cloud services
(5) Share capital JPY 204,309 million
(As of March 31, 2021)
JPY 6,750 million
(As of March 31, 2021)
(6) Founded December 9, 1986 January 26, 2016
(7) Number of shares issued 4,787,145,170 shares
(As of March 31, 2021)
(As of March 31, 2021)
(8) Fiscal year end March 31 March 31
(9) Major shareholders and shareholding ratios SoftBank Group Japan Corporation 40.86%
The Master Trust Bank of Japan, Ltd. (Trust Account) 3.41%
Custody Bank of Japan, Ltd. (Trust Account) 1.98%
(As of March 31, 2021)
SoftBank Corp. 60% (Europe) Limited 40%
(As of June 22, 2021)*
(10) Financial position and results of operations for the most recent fiscal year Fiscal year ended March 31, 2021
(Consolidated: IFRS)
Fiscal year ended March 31, 2021
(Standalone: Japanese GAAP)
Equity attributable to owners of the Company JPY 1,512,212 million Net assets JPY 1,065 million
Total assets JPY 12,226,660 million Total assets JPY 2,237 million
Equity per share attributable to owners of the Company JPY 322.68 Net assets per share JPY 3,947.08
Revenue JPY 5,205,537 million Revenue JPY 991 million
Operating income JPY 970,770 million Operating income (loss) JPY (2,197) million
Profit before income taxes JPY 847,699 million Ordinary income (loss) JPY (2,231) million
Net income attributable to owners of the Company JPY 491,287 million Net income (loss) JPY (2,235) million
Basic earnings per share JPY 103.85 Net income (loss) per share JPY (8,680.49)
  1. *
    As of June 22, 2021, SB Cloud is a subsidiary of the Company in which the Company owns 60% of voting rights. Following the transfer of shares on July 1, 2021, SB Cloud will become a wholly owned subsidiary of the Company in which the Company owns 100% of voting rights. The execution of the Merger will be subject to the completion of the consolidation as a wholly owned subsidiary.

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.

5. Forecasts

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.