Press Releases 2024
(Amendment) Notice Concerning Changes to
“Notice Concerning Commencement of the Tender Offer
for Share Certificates, Etc. of SB Technology Corp.
(Securities Code: 4726)” following Submission of
Amendment of Tender Offer Statement
May 27, 2024
SoftBank Corp.
SoftBank Corp. (the “Tender Offeror”) hereby announces, in regard to the tender offer (the “Tender Offer”) for the common shares (the “Target Company Shares”) and stock acquisition rights (stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on September 26, 2018, stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on September 29, 2021, and stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on June 20, 2022) of SB Technology Corp., a company listed on the Prime Market of the Tokyo Stock Exchange, Inc. (Securities Code No. 4726) (the “Target Company”), that the details stated in the Tender Offer Statement submitted on April 26, 2024 have come to require amendment due to the emergence of items requiring amendment in respect of the status of share certificates, etc. held by special related parties, the discovery of special related parties to be newly stated, and the announcement by the Target Company on May 27, 2024 of “(Amendment) Notice Concerning Partial Amendment to ‘Announcement of Opinion in Favor of the Tender Offer for the Company Shares, Etc. by SoftBank Corp., the Company's Parent Company, and Recommendation of Tender,’” and on May 27, 2024, the Tender Offeror therefore submitted the Amendment of the Tender Offer Statement to the Director-General of the Kanto Local Finance Bureau in accordance with the provisions of Article 27-8, Paragraphs 1 and 2 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the “Act”).
Accordingly, the Tender Offeror announces that “Notice Concerning Commencement of the Tender Offer for Share Certificates, Etc. of SB Technology Corp. (Securities Code: 4726)” dated April 25, 2024 has been changed as follows.
Please note that the following changes do not consist any change of the terms of purchase defined in Article 27-3, Paragraph 1 of the Act. The changed sections have been marked in bold letters.
Ⅰ. Purpose of the Tender Offer, Etc.
(2) Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer, and Management Policy after the Tender Offer
- (A)Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer
- (ⅲ)Decision-Making Process and Reasoning of the Target Company
- C.Details of Determination
- C.
- (ⅲ)
(Before change)
(Preceding text omitted)
For the method of resolution at the Target Company's board of directors meeting above, please refer to “(ⅷ) Approval of All Disinterested Directors and Opinion of All Disinterested Audit and Supervisory Board Members that They Had No Objection at the Target Company” under “(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)” in “(B) Background of Valuation” in “(4) Basis of Valuation, Etc. regarding Price of the Tender Offer” under “II. Outline of the Tender Offer” below.
(After change)
(Preceding text omitted)
For the method of resolution at the Target Company's board of directors meeting above, please refer to “(ⅷ) Approval of All Disinterested Directors in Attendance and Opinion of All Disinterested Audit and Supervisory Board Members in Attendance that They Had No Objection at the Target Company” under “(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)” in “(B) Background of Valuation” in “(4) Basis of Valuation, Etc. regarding Price of the Tender Offer” under “II. Outline of the Tender Offer” below.
(3) Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest
(Before change)
(Preceding text omitted)
- (ⅷ)Approval of all disinterested directors and opinion of all disinterested audit and supervisory board members that they had no objection at the Target Company.
(Subsequent text omitted)
(After change)
(Preceding text omitted)
- (ⅷ)Approval of all disinterested directors in attendance and opinion of all disinterested audit and supervisory board members in attendance that they had no objection at the Target Company.
(Subsequent text omitted)
Ⅱ. Outline of the Tender Offer
(4) Basis of Valuation, Etc. regarding Price of the Tender Offer
- (B)Background of Valuation
(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)
(Before change)
(Preceding text omitted)
- (ⅷ)Approval of All Disinterested Directors of the Target Company and Opinion of All Disinterested Audit and Supervisory Board Members that They Had No Objection at the Target Company
(Middle text omitted)
Discussions were held, and a unanimous resolution was made, at the above board of directors meeting by eight of the nine directors of the Target Company excluding Mr. Kunihiro Fujinaga, because Mr. Kunihiro Fujinaga holds a position as an officer and employee of the Tender Offeror. At the board of directors meeting of the Target Company above, all three of the audit and supervisory board members other than Mr. Takashi Naito, who holds a position as an officer and employee of the Tender Offeror, expressed the opinion that they had no objection to the resolution above.
(Subsequent text omitted)
(After change)
(Preceding text omitted)
- (ⅷ)Approval of All Disinterested Directors in Attendance and Opinion of All Disinterested Audit and Supervisory Board Members in Attendance that They Had No Objection at the Target Company
(Middle text omitted)
Discussions were held, and a unanimous resolution was made, at the above board of directors meeting by seven of the nine directors of the Target Company excluding Ms. Yukari Tominaga, and Mr. Kunihiro Fujinaga, because Mr. Kunihiro Fujinaga holds a position as an officer and employee of the Tender Offeror. At the board of directors meeting of the Target Company above, both of the audit and supervisory board members other than Mr. Michiaki Nakano, and Mr. Takashi Naito, who holds a position as an officer and employee of the Tender Offeror, expressed the opinion that they had no objection to the resolution above. In addition, Ms. Yukari Tominaga and Mr. Michiaki Nakano did not attend the above board of directors meeting for business reasons.
(Subsequent text omitted)
(6) Changes in Ownership Ratio of Share Certificates, Etc. through the Tender Offer
(Before change)
Number of voting rights represented by the share certificates, etc. held by the Tender Offeror before the Tender Offer | 107,350 | (Ownership ratio of share certificates, etc. before the Tender Offer: 52.81%) |
---|---|---|
Number of voting rights represented by the share certificates, etc. held by special related parties before the Tender Offer | 1,257 | (Ownership ratio of share certificates, etc. before the Tender Offer: 0.62%) |
Number of voting rights represented by the share certificates, etc. held by the Tender Offeror after the Tender Offer | 203,259 | (Ownership ratio of share certificates, etc. after the Tender Offer: 100.00%) |
Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer | 0 | (Ownership ratio of share certificates, etc. after the Tender Offer: -%) |
Total number of voting rights of all shareholders, etc. of the Target Company | 198,863 |
-
- Note 1:“Number of voting rights represented by the share certificates, etc. held by special related parties before the Tender Offer” and “Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer” states the total number of voting rights represented by share certificates, etc. held by each special related party (other than special related parties who are not considered special related parties pursuant to Article 3, Paragraph 2, Item 1 of the Cabinet Ordinance with respect to Disclosure of a Tender Offer for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministry of Finance Ordinance No. 38 of 1990, as amended; the “Cabinet Ordinance”) for the purpose of calculation of ownership ratio of share certificates, etc. under each Item of Article 27-2, Paragraph 1 of the Act). Since share certificates, etc. held by the special related parties (excluding the treasury shares held by the Target Company) are subject to the Tender Offer, “Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer” is stated as “0.” If it is necessary for the Tender Offeror to revise the statement above upon confirming the share certificates, etc. of the Target Company held by special related parties in the future, the Tender Offeror will promptly disclose the revised details.
- Note 1:
(Subsequent text omitted)
(After change)
Number of voting rights represented by the share certificates, etc. held by the Tender Offeror before the Tender Offer | 107,350 | (Ownership ratio of share certificates, etc. before the Tender Offer: 52.81%) |
---|---|---|
Number of voting rights represented by the share certificates, etc. held by special related parties before the Tender Offer | 2,015 | (Ownership ratio of share certificates, etc. before the Tender Offer: 0.99%) |
Number of voting rights represented by the share certificates, etc. held by the Tender Offeror after the Tender Offer | 203,259 | (Ownership ratio of share certificates, etc. after the Tender Offer: 100.00%) |
Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer | 0 | (Ownership ratio of share certificates, etc. after the Tender Offer: -%) |
Total number of voting rights of all shareholders, etc. of the Target Company | 198,863 |
-
- Note 1:“Number of voting rights represented by the share certificates, etc. held by special related parties before the Tender Offer” and “Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer” states the total number of voting rights represented by share certificates, etc. held by each special related party (other than special related parties who are not considered special related parties pursuant to Article 3, Paragraph 2, Item 1 of the Cabinet Ordinance with respect to Disclosure of a Tender Offer for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministry of Finance Ordinance No. 38 of 1990, as amended; the “Cabinet Ordinance”) for the purpose of calculation of ownership ratio of share certificates, etc. under each Item of Article 27-2, Paragraph 1 of the Act). Since share certificates, etc. held by the special related parties (excluding the treasury shares held by the Target Company) are subject to the Tender Offer, “Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer” is stated as “0.”
- Note 1:
(Subsequent text omitted)
Ⅳ. Other Matters
(1) Agreements between the Tender Offeror and the Target Company or its Officers, and the Contents Thereof
- (A)Approval of the Tender Offer
(Before change)
(Preceding text omitted)
For details of the decision-making process of the Target Company, please refer to the Target Company's Press Release and “(ⅷ) Approval of All Disinterested Directors of the Target Company and Opinion of All Disinterested Audit and Supervisory Board Members that They Had No Objection at the Target Company” in “(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)” in “(B) Background of Valuation” in “(4) Basis of Valuation, Etc. regarding Price of the Tender Offer” in “II. Outline of the Tender Offer” above.
(After change)
(Preceding text omitted)
For details of the decision-making process of the Target Company, please refer to the Target Company's Press Release and “(ⅷ) Approval of All Disinterested Directors in Attendance and Opinion of All Disinterested Audit and Supervisory Board Members in Attendance that They Had No Objection at the Target Company” in “(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)” in “(B) Background of Valuation” in “(4) Basis of Valuation, Etc. regarding Price of the Tender Offer” in “II. Outline of the Tender Offer” above.
End
-
- Regulation on Solicitation
- This press release is to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting the sale of shares. If shareholders wish to make an offer to sell their shares, they should first read the tender offer explanatory statement for the Tender Offer and make their own independent decision. This press release does not constitute, nor form part of, any offer to sell, solicitation of a sale of, or any solicitation of an offer to buy, any securities. In addition, neither this press release (nor any part of it) nor the fact of its distribution shall form the basis of any agreement regarding the Tender Offer, nor shall it be relied on in connection with executing any such agreement.
- Forward-Looking Statements
- This press release contains forward-looking statements concerning the outlook for business development based on the views of the Tender Offeror's management in case the Target Company Shares and the Stock Acquisition Rights are acquired. Actual results could differ significantly from these forward-looking statements due to many factors. This press release may contain forward-looking expressions, such as “expect,” “forecast,” “intend,” “plan” “believe” and “anticipate,” including expressions regarding future business of the Tender Offeror or other companies. These expressions are based on the Tender Offeror's current business outlook and are subject to change depending on conditions in the future. The Tender Offeror assumes no obligation to update these expressions concerning forward-looking statements in this press release to reflect factors such as actual business performance, various future circumstances and conditions, and changes to terms and conditions.
- U.S. Regulation
- The Tender Offer will not be conducted, directly or indirectly, in or targeted at the United States, nor through the U.S. postal mail services or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, e-mail, and Internet communication), nor through any stock exchange facilities in the United States. No tender in the Tender Offer may be made through any of the aforementioned methods or means, through those stock exchange facilities, or from the United States. In addition, neither the press release related to the Tender Offer nor other relevant documents will, or may, be sent or distributed in, to, or from the United States by the postal mail services or other means. No tender in the Tender Offer that violates, directly or indirectly, any of the aforementioned restrictions will be accepted. Solicitation to purchase securities or other equivalent instruments is not conducted to residents in the United States or within the United States. Even if such securities or other equivalent instruments are sent to the Tender Offeror by residents in the United States or from the United States, they will not be accepted.
- Other Countries
- Some countries or regions may impose restrictions on the announcement, issuance, or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to purchase share certificates, etc. related to the Tender Offer and shall be deemed to be a distribution of materials for informative purposes only.
- SoftBank, the SoftBank name and logo are registered trademarks or trademarks of SoftBank Group Corp. in Japan and other countries.
- Other company, product and service names in this press release are registered trademarks or trademarks of the respective companies.