Press Releases 2024

Notice Concerning Repurchase of Its Own Shares
and the Result of the Tender Offer
by a Subsidiary (ValueCommerce Co., Ltd.)

April 10, 2024
SoftBank Corp.

At its Board of Directors meeting held on March 11, 2024, ValueCommerce Co., Ltd. (Securities code: 2491, hereinafter “ValueCommerce”), a consolidated subsidiary of SoftBank Corp. (hereinafter the “Company”), passed a resolution to repurchase its own shares and implement a tender offer (hereinafter the “Tender Offer”) as the specific method for this repurchase. The Tender Offer was carried out on March 12, 2024, and completed on April 9, 2024. Details are as provided in the attached document.

In addition, as announced in “Notice Concerning Commencement of Tender Offer by a Subsidiary (ValueCommerce Co., Ltd.) to Repurchase Its Own Shares” dated March 11, 2024, Z Intermediate Holdings Corporation (hereinafter “ZHD Intermediate”), a subsidiary of the Company and owner of 51.92%*1 of ValueCommerce's shares, tendered its ValueCommerce's shares based on the tender offer agreement concluded with ValueCommerce. The Tender Offer was completed as of April 9, 2024.

As a result, it is expected that ValueCommerce will cease to be a consolidated subsidiary of the Company and newly become its equity method affiliate as of May 2, 2024, which is the commencement date of settlement of the Tender Offer (scheduled completion date of settlement).

[Note]
  1. *1
    As of December 31, 2023. Excludes treasury shares owned by ValueCommerce.

1. Overview of the results of the tender to the Tender Offer by ZHD Intermediate

(1) Number of shares held before the tender to the Tender Offer 16,788,400 shares
(Number of voting rights: 167,884)
(Percentage of voting rights held: 51.95%)*2
(2) Number of shares to be sold as a result of the tender to the Tender Offer 10,690,000 shares
(Transfer amount: JPY 11,000,010,000 (JPY 1,029 per share))*3
(3) Number of shares held after the tender to the Tender Offer 6,098,400 shares
(Number of voting rights: 60,984)
(Percentage of voting rights held: 28.20%)*4
[Notes]
  1. *2
    Percentage of voting rights held noted in “Number of shares held before the tender to the Tender Offer” is the ratio (rounded to the second decimal place) to the number of voting rights of all shareholders of ValueCommerce (323,191 voting rights) as of December 31, 2023, as stated in the “Securities Report for the 28th Fiscal Year” submitted by ValueCommerce on March 25, 2024.
  2. *3
    Transfer amount noted in “Number of shares to be sold as a result of the tender to the Tender Offer” is the number of shares to be sold by ZHD Intermediate as a result of the tender to the Tender Offer multiplied by the tender offer price of the Tender Offer.
  3. *4
    Percentage of voting rights held noted in “Number of shares held after the tender to the Tender Offer” is the ratio (rounded to the second decimal place) to the number of voting rights 216,291 voting rights obtained by subtracting the number of voting rights 106,900 voting rights relating to the number of shares to be sold 10,690,000 shares as a result of the tender to the Tender Offer from the voting rights of all shareholders of ValueCommerce (323,191 voting rights) as of December 31, 2023, as stated in the “Securities Report for the 28th Fiscal Year” submitted by ValueCommerce on March 25, 2024.

2. Changes in the consolidated subsidiary

(1) Scheduled date of change

May 2, 2024 (commencement date of settlement of the Tender Offer)

(2) Outline of subsidiary to be changed

(ⅰ) Name ValueCommerce Co., Ltd.
(ⅱ) Location 1-3 Kioicho, Chiyoda-ku, Tokyo
(ⅲ) Name and title of representative Jin Kagawa
Representative Director
President and CEO
(ⅳ) Description of business Marketing Solutions Business (Affiliate marketing)
EC Solutions Business (StoreMatch, STORE's R∞, B-Space)
Travel Tech Business
(ⅴ) Share capital JPY 1,728 million (as of December 31, 2023)
(ⅵ) Date of incorporation March 12, 1996
(ⅶ) Major shareholders and shareholding ratio (As of December 31, 2023) Z Intermediate Holdings Corporation 51.92%
The Master Trust Bank of Japan, Ltd. (Trust Account) 7.94%
Custody Bank of Japan, Ltd. (Trust Account) 3.39%
(ⅷ) Relationship with the Company Capital relationship The Company indirectly holds 16,788,400 shares of ValueCommerce (holding ratio: 51.92%) as of the date prior to the sale of the shares as a result of the tender to the Tender Offer.
Personnel relationship 1 employee of the Company is on secondment to ValueCommerce. (As of December 31, 2023)
Transaction relationship There are transactions related to affiliate advertising, etc. and usage of telecommunication services between the Company and ValueCommerce.
Status as a related party ValueCommerce is the Company's consolidated subsidiary as of the date prior to the sale of the shares as a result of the tender to the Tender Offer.
(ⅸ) Operating results and financial position over the last three years (JPY million)
(Consolidated) Fiscal year Fiscal year ended December 31, 2021 Fiscal year ended December 31, 2022 Fiscal year ended December 31, 2023
Net assets 16,566 20,820 22,463
Total assets 23,936 28,197 28,351
Net assets per share (JPY) 512.53 643.78 694.67
Net sales 33,560 35,708 29,396
Operating income 7,905 8,249 5,229
Ordinary income 7,947 8,319 5,217
Net income per share (JPY) 100.92 179.60 105.16
Dividend per share (JPY) 43.0 56.0 53.0

3. Future outlook

The tendering to the Tender Offer will have an immaterial impact on the Company's consolidated financial statements for the fiscal year ending March 31, 2025.

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