Press Releases 2023
Notice Concerning Absorption-type Merger of
HAPSMobile Inc., a Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)
July 24, 2023
SoftBank Corp.
SoftBank Corp. (hereinafter, the “Company” or “SoftBank”) hereby announces that at the meeting of Board of Directors held on July 24, 2023, the Company resolved to carry out an absorption-type merger (hereinafter, the “Merger”) of its wholly owned subsidiary, HAPSMobile Inc., (hereinafter, “HAPSMobile”), effective from October 1, 2023.
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
Guided by its concept of “a world where all things, information and minds are connected” to contribute to the creation of a sustainable society, SoftBank aims to help resolve social and environmental issues and enhance its corporate value by utilizing its robust business infrastructure and technologies such as 5G, IoT and AI. As a provider of telecommunications networks, a social infrastructure essential to daily life, the Company aims to create an environment where everyone has equal access to necessary services and can obtain information through a stable communication network. As part of these efforts, the Company is promoting a HAPS (High Altitude Platform Station) business. In 2017, the Company established HAPSMobile as a subsidiary, with the aim of developing and globally deploying “HAPS-based Stratospheric Communication Platforms,” which are telecommunications network systems provided from the sky. The Company decided to merge the business for the purpose of maximizing synergies with research and development efforts, streamlining operations through the consolidation of management, and accelerating decision-making speed.
After the absorption-type merger of HAPSMobile, the Company will continue to work on research and development of key technologies and network equipment, as well as facilitate regulatory arrangements, to realize the commercialization of HAPS.
2. Outline of the Merger
(1) Schedule of the Merger
| (1) Date of the resolution of the Board of Directors | July 24, 2023 |
|---|---|
| (2) Date of signing of the Merger agreement | July 24, 2023 (planned) |
| (3) Effective date of the Merger | October 1, 2023 (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 HAPSMobile, the Merger agreement will be approved without convening General Meetings of Shareholders of either company.
(2) Method of the Merger
The Merger will be an absorption-type merger with the Company as the surviving company. HAPSMobile will be dissolved.
As of March 31, 2023, HAPSMobile had an excess of debt. However, the excess of debt has been eliminated as of the date of resolution of the Board of Directors.
(3) Details of allotment related to the Merger
As HAPSMobile is a wholly owned subsidiary of the Company, no shares or cash 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. | HAPSMobile 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 | Junichi Miyakawa, President & CEO | ||
| (4) Nature of Business | Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services | Research, development, operation and management of solar HAPS and network devices Core network building, management and operation Business development using solar HAPS Acquisition of frequency for solar HAPS |
||
| (5) Share capital | JPY 204,309 million (As of March 31, 2023) |
JPY 15,844 million (As of March 31, 2023) |
||
| (6) Founded | December 9, 1986 | December 21, 2017 | ||
| (7) Number of shares issued | 4,787,145,170 shares (As of March 31, 2023) |
633,757 shares (As of March 31, 2023) |
||
| (8) Fiscal year end | March 31 | March 31 | ||
| (9) Major shareholders and shareholding ratios | SoftBank Group Japan Corporation 40.47% The Master Trust Bank of Japan, Ltd. (Trust Account) 10.28% Custody Bank of Japan, Ltd. (Trust Account) 3.68% STATE STREET BANK WEST CLIENT-TREATY 505234 1.30% JP MORGAN CHASE BANK 385632 1.26% (As of March 31, 2023) |
SoftBank Corp. 100.00% (As of March 31, 2023) |
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| (10) Financial position and results of operations for the most recent fiscal year | Fiscal year ended March 31, 2023 (Consolidated: IFRS) |
Fiscal year ended March 31, 2023 (Standalone: Japanese GAAP) |
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| Equity attributable to owners of the Company | JPY 2,224,945 million | Net assets | JPY (7,802) million | |
| Total assets | JPY 14,682,181 million | Total assets | JPY 37 million | |
| Equity per share attributable to owners of the Company | JPY 470.24 | Net assets per share | JPY (12,310.57) | |
| Revenue | JPY 5,911,999 million | Revenue | － | |
| Operating income | JPY 1,060,168 million | Operating income (loss) | JPY (270) million | |
| Profit before income taxes | JPY 862,868 million | Ordinary income (loss) | JPY (444) million | |
| Net income attributable to owners of the Company | JPY 531,366 million | Net income (loss) | JPY (448) million | |
| Basic earnings per share | JPY 112.53 | Net income (loss) per share | JPY (706.79) | |
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.
(Reference) Forecasts of Consolidated Financial Results for the Fiscal Year Ending March 31, 2024 (announced on May 10, 2023) and Consolidated Financial Results for the Previous Fiscal Year
| Revenue | Operating income | Net income attributable to owners of the Company | Basic earnings per share | |
|---|---|---|---|---|
| Forecasts for the consolidated results for the fiscal year ending March 31, 2024 | JPY 6,000,000 million | JPY 780,000 million | JPY 420,000 million | JPY 88.95 |
| Consolidated operating results for the Fiscal Year Ended March 31, 2023 | JPY 5,911,999 million | JPY 1,060,168 million | JPY 531,366 million | JPY 112.53 |
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