Press Releases 2021

Notice Concerning Absorption-type Merger of
WILLCOM OKINAWA, Inc., a Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)

December 22, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter, the “Company”) hereby announces that at the meeting of Board of Directors held on December 22, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the “Merger”) of its wholly owned subsidiary, WILLCOM OKINAWA, Inc. (hereinafter, “WILLCOM OKINAWA”), effective from April 1, 2022.
The Company omitted certain disclosure items and details because the Merger is a simplified absorption-type merger of a wholly owned subsidiary.

1. Purpose of the Merger

WILLCOM OKINAWA provides telecommunication services in Okinawa Prefecture, Japan. As it currently provides the Y!mobile brand services to customers in Okinawa, there is a difference in contractual relationships between Y!mobile customers who made contracts with WILLCOM OKINAWA and other Y!mobile brand customers. 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 implementing structural reforms with thorough cost efficiency measures. Under these circumstances, with the purpose of streamlining our organization and business operation and enhancing the efficiency of management resources of the entire Group, the Company decided to carry out the absorption-type merger of WILLCOM OKINAWA, a wholly owned subsidiary of the Company. After the Merger, the Company will continue to provide the Y!mobile brand services in Okinawa.

2. Outline of the Merger

(1) Schedule of the Merger

(1) Date of the resolution of the Board of Directors December 22, 2021
(2) Date of signing of the Merger agreement December 22, 2021 (planned)
(3) Effective date of the Merger April 1, 2022 (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 WILLCOM OKINAWA, 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. WILLCOM OKINAWA will be dissolved.

(3) Details of allotment related to the Merger

As WILLCOM OKINAWA 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. WILLCOM OKINAWA, Inc.
(2) Address 1-7-1 Kaigan, Minato-ku, Tokyo 114-4 Asahimachi, Naha-shi, Okinawa
(3) Name and title of representative Junichi Miyakawa, President & CEO Hayato Imamura, President & Representative Director
(4) Nature of Business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services Provision of the Y!mobile brand mobile communications services, acting as a MVNO with the Company's network in Okinawa Prefecture
(5) Share capital JPY 204,309 million
(As of March 31, 2021)
JPY 100 million
(As of March 31, 2021)
(6) Founded December 9, 1986 December 3, 2004
(7) Number of shares issued 4,787,145,170 shares
(As of September 30, 2021)
(As of March 31, 2021)
(8) Fiscal year end March 31 March 31
(9) Major shareholders and shareholding ratios SoftBank Group Japan Corporation 40.72%
The Master Trust Bank of Japan, Ltd. (Trust Account) 5.61%
Custody Bank of Japan, Ltd. (Trust Account) 1.89%
SMBC Nikko Securities Inc. 1.21%
(As of September 30, 2021)
SoftBank Corp. 100.00%
(As of March 31, 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 2,037 million
Total assets JPY 12,226,660 million Total assets JPY 2,846 million
Equity per share attributable to owners of the Company JPY 322.68 Net assets per share JPY 1,018,565.25
Revenue JPY 5,205,537 million Revenue JPY 4,421 million
Operating income (loss) JPY 970,770 million Operating income (loss) JPY 751 million
Profit before income (loss) taxes JPY 847,699 million Ordinary income (loss) JPY 751 million
Net income attributable to owners of the Company JPY 491,287 million Net income JPY 489 million
Basic earnings per share JPY 103.85 Net income per share JPY 244,715.65

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.

(For reference) Forecasts for the consolidated financial results for the fiscal year ending March 31, 2022 (as announced on May 11, 2021) and the consolidated financial results for the previous fiscal year

Revenue Operating income Net income attributable to owners of the Company Basic earnings per share
Financial result forecasts (fiscal year ending March 31, 2022) JPY 5,500,000 million JPY 975,000 million JPY 500,000 million JPY 105.69
Financial result (fiscal year ended March 31, 2021) JPY 5,205,537 million JPY 970,770 million JPY 491,287 million JPY 103.85