Press Releases 2022
Notice Concerning Results Related to the Conversion of PayPay Corporation into a Consolidated Subsidiary through Share Delivery by our Subsidiary (Update on Previously Disclosed Transaction)
October 3, 2022
SoftBank Corp.
As announced in “Notice Concerning Conversion of PayPay Corporation into a Consolidated Subsidiary through Share Delivery by our Subsidiary” dated July 27, 2022 (hereinafter, the “July 27 Press Release”), the share delivery (kabushiki kofu) (hereinafter, the “Share Delivery”), in which B Holdings Corporation (hereinafter, “B Holdings”) * shall become the parent company upon the Share Delivery and PayPay Corporation (hereinafter, “PayPay”) shall become the subsidiary upon the Share Delivery, became effective as of October 1, 2022. As a result, PayPay has become a consolidated subsidiary of SoftBank Corp. (hereinafter, the “Company”).
For details on the series of transactions to convert PayPay into the Company's consolidated subsidiary, including the Share Delivery, please refer to the July 27 Press Release.
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- *B Holdings was established by Z Intermediate Holdings Corporation, a wholly-owned subsidiary of Z Holdings Corporation (hereinafter, “Z Holdings”), which is a subsidiary of the Company.
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1. Results of the Share Delivery and the number of shares of subsidiary to be acquired, etc.
B Holdings has prepared a share delivery plan (hereinafter, the “Share Delivery Plan”) related to the Share Delivery, and the approval of the Share Delivery Plan was resolved in the general meeting of the shareholders of B Holdings on September 13, 2022. The Share Delivery Plan had stipulated that the lower limit for the number of PayPay common shares to be received by B Holdings in this Share Delivery is 1,593,608 shares, and the lower limit for the number of PayPay Class A preferred shares to be received by B Holdings is zero (0) shares. The number of PayPay common shares received by B Holdings in this Share Delivery (1,593,608 shares) has met the said lower limit, thus the Share Delivery has taken effect as of October 1, 2022, and B Holdings has received all of the said common shares, making PayPay a consolidated subsidiary of B Holdings and thus a consolidated subsidiary of the Company.
B Holdings has delivered a total of 1,593,608 shares of B Holdings Class A shares to the transferor of PayPay common shares.
B Holdings has not received PayPay Class A preferred shares in this Share Delivery.
2. Number of shares and percentage of voting rights of PayPay held by the Company before and after the Share Delivery
| Number of shares held | Percentage of voting rights held | |
|---|---|---|
| Before the Share Delivery |
Common shares: 830,000 shares (Includes indirectly held: 415,000 shares) Class A preferred shares: 1,090,000 shares (Includes indirectly held: 545,000 shares) |
50.0% (Includes indirectly held: 25.0%) |
| After the Share Delivery |
Common shares: 1,920,000 shares (Includes indirectly held: 1,756,804 shares) |
69.8% (Includes indirectly held: 63.9%) |
3. Schedule of the Share Delivery
- General meeting of the shareholders to resolve the Share Delivery September 13, 2022
- Effective date of the Share Delivery October 1, 2022
Attached materials: Diagram of the scheme after the Share Delivery
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- *ZHD: Z Holdings Corporation, Z Intermediate: Z Intermediate Holdings Corporation, SVF2: SVF II Piranha(DE) LLC., SoftBank: SoftBank Corp., Yahoo Japan: Yahoo Japan Corporation, PayPay: PayPay Corporation, B Holdings: B Holdings Corporation
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