Press Releases 2024
Notice Concerning the Result of the Tender Offer
for Share Certificates, Etc. of SB Technology Corp. (Securities Code: 4726)
June 12, 2024
SoftBank Corp.
SoftBank Corp. (the “Tender Offeror”) decided on April 25, 2024 to acquire the common shares (the “Target Company Shares”) of SB Technology Corp., a company listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the “TSE”); Securities Code No. 4726) (the “Target Company”) and the Stock Acquisition Rights (as defined in “(3) Class of Share Certificates, Etc. Subject to the Tender Offer” in “1. Outline of the Tender Offer” below) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the “Act”) and commenced the Tender Offer on April 26, 2024. Since the Tender Offer was completed on June 11, 2024, the Tender Offeror hereby announces the results thereof with the details as described below.
1. Outline of the Tender Offer
(1) Name and Address of the Target Company
Name | SoftBank Corp. |
---|---|
Address | 1-7-1 Kaigan, Minato-ku, Tokyo |
(2) Name of the Target Company
SB Technology Corp.
(3) Class of Share Certificates, Etc. Subject to the Tender Offer
- (A)Common shares
- (B)Stock acquisition rights
- (a)Stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on September 26, 2018 (the “2018 First Series Stock Acquisition Rights”) (the exercise period is from October 1, 2020 to September 30, 2024)
- (b)Stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on September 29, 2021 (the “2021 First Series Stock Acquisition Rights”) (the exercise period is from October 1, 2023 to September 30, 2025)
- (c)Stock acquisition rights issued pursuant to the resolution at the board of directors meeting of the Target Company held on June 20, 2022 (the “2022 First Series Stock Acquisition Rights”; the 2018 First Series Stock Acquisition Rights, the 2021 First Series Stock Acquisition Rights and the 2022 First Series Stock Acquisition Rights are hereinafter collectively referred to as the “Stock Acquisition Rights”) (the exercise period is from July 1, 2025 to June 30, 2025)
- (a)
(4) Number of Share Certificates, Etc. to be Purchased
Number of share certificates, etc. to be purchased | Minimum number of share certificates, etc. to be purchased | Maximum number of share certificates, etc. to be purchased |
---|---|---|
9,590,933 shares | 2,815,600 shares | - shares |
- [Notes]
-
- *1
If the total number of share certificates, etc. tendered in response to the Tender Offer (the “Tendered Share Certificates, Etc.”) is less than the minimum number of the share certificates, etc. to be purchased (2,815,600 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of Tendered Share Certificates, Etc. is equal to or more than the minimum number of the Share Certificates, Etc. to be purchased, the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.
- *2
Shares less than one unit are also subject to the Tender Offer. If a right to demand purchase of shares less than one unit is exercised by a shareholder in accordance with the Companies Act (Act No. 86 of 2005; as amended), the Target Company may purchase its own shares during the period of purchase, etc. of the Tender Offer (the “Tender Offer Period”) in accordance with procedures under laws and regulations.
- *3
The Tender Offeror does not intend to acquire the treasury shares held by the Target Company through the Tender Offer.
- *4
In the Tender Offer, the Tender Offeror has not set a maximum number of share certificates, etc. to be purchased, and thus the number of share certificates, etc. to be purchased is stated as the maximum number of share certificates, etc. of the Target Company to be acquired by the Tender Offeror through the Tender Offer. Such maximum number of share certificates, etc. to be acquired in the Tender Offer is the number of shares (9,590,933 shares) representing the sum of (ⅰ) the total number of issued shares of the Target Company (22,757,800 shares) as of March 31, 2024 stated in the Consolidated Financial Results for the Fiscal Year Ended March 2024 (Under Japanese GAAP) released by the Target Company on April 25, 2024 (the “Target Company's Financial Results”), plus (ⅱ) the number of shares (424,200 shares in total) underlying all of the Stock Acquisition Rights (4,242 units in total) outstanding as of March 31, 2024 of the Stock Acquisition Rights stated in the Annual Securities Report for the 35th Fiscal Year filed by the Target Company as of June 19, 2023 (the “Target Company's Securities Report”) (according to the Target Company, 1,580 units of the 2018 First Series of Stock Acquisition Rights (underlying shares: 158,000 shares), 2,160 units of the 2021 First Series of Stock Acquisition Rights (underlying shares: 216,000 shares), and 502 units of the 2022 First Series of Stock Acquisition Rights (underlying shares: 50,200 shares)), less (ⅲ) the 2,856,067 treasury shares held by the Target Company as of March 31, 2024 as stated in the Target Company's Financial Results and the number of Target Company Shares (10,735,000 shares) owned by the Tender Offeror as of April 25, 2024.
- *5
The Stock Acquisition Rights may be exercised up to the last day of the Tender Offer Period, but any Target Company Shares issued or transferred through that exercise are also subject to the Tender Offer.
- *1
(5) Period of the Tender Offer
- (A)Period of the Tender Offer
From April 26, 2024 (Friday) through June 11, 2024 (Tuesday) (30 business days) - (B)Possibility of Extension by Request of the Target Company
There are no applicable matters.
(6) Price of the Tender Offer
- (A)Common shares: 2,950 yen per share of common shares
- (B)Stock acquisition rights
- (a)2018 First Series Stock Acquisition Rights: 1 yen per stock acquisition right
- (b)2021 First Series Stock Acquisition Rights: 1 yen per stock acquisition right
- (c)2022 First Series Stock Acquisition Rights: 1 yen per stock acquisition right
- (a)
2. Results of the Tender Offer
(1) Outcome of the Tender Offer
In the Tender Offer, the condition was that the Tender Offeror would not purchase any of the Tendered Share Certificates, Etc. if the aggregate number of the Tendered Share Certificates, Etc. was less than the minimum number of share certificates, etc. to be purchased (i.e., 2,815,600 shares). Because the total number of the Tendered Share Certificates, Etc. (i.e., 7,180,978 shares) was equal to or more than the minimum number of share certificates, etc. to be purchased (i.e., 2,815,600 shares), all of the Tendered Share Certificates, Etc. will be purchased as described in the public notice of the commencement of the Tender Offer and the tender offer registration statement (as amended by the amendment statement of the tender offer registration statement submitted on May 27, 2024).
(2) Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice
Pursuant to Article 27-13, Paragraph 1 of the Act, on June 12, 2024, at the TSE, the Tender Offeror made a public announcement of the results of the Tender Offer to the press, by the method prescribed in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, Etc. by Person Other Than Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the “Cabinet Ordinance”).
(3) Number of Share Certificates, Etc. Purchased
Class of Share Certificates, Etc. | (ⅰ) Number Tendered on a Number-of-Shares Basis | (ⅱ) Number Purchased on a Number-of-Shares Basis |
---|---|---|
Share certificates | 7,180,978 shares | 7,180,978 shares |
Certificates of stock acquisition rights | - | - |
Certificates of corporate bonds with stock acquisition rights | - | - |
Trust beneficiary certificates for Share Certificates, Etc. ( ) |
- | - |
Depositary receipts for Share Certificates, Etc. ( ) |
- | - |
Total | 7,180,978 shares | 7,180,978 shares |
(Total number of potential Share Certificates, Etc.) | (-) | (-) |
(4) Ownership Ratio of Share Certificates, Etc. after the Tender Offer
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 | 179,159 | (Ownership ratio of share certificates, etc. after the Tender Offer: 88.14%) |
Number of voting rights represented by the share certificates, etc. held by special related parties after the Tender Offer | 689 | (Ownership ratio of share certificates, etc. after the Tender Offer: 0.34%) |
Total number of voting rights of all shareholders, etc. of the Target Company | 198,863 |
- [Notes]
-
- *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 for the purpose of calculation of ownership ratio of share certificates, etc. under each Item of Article 27-2, Paragraph 1 of the Act).
- *2
“Total number of voting rights of all shareholders, etc. of the Target Company” is the number of voting rights of all shareholders of the Target Company as of September 30, 2023 stated in the Quarterly Securities Report for the third quarter of the 36th fiscal year filed by the Target Company on February 13, 2024 (based on the number of shares per unit being 100 shares). However, since shares less than one unit and Target Company Shares that may be issued or transferred through the exercise of stock acquisition rights were subject to the Tender Offer, when calculating “Ownership ratio of share certificates, etc. before the Tender Offer” and “Ownership ratio of share certificates, etc. after the Tender Offer,” the number of voting rights (203,259 voting rights) represented by 20,325,933 shares, which is the difference of the sum of (ⅰ) the total number of issued shares (22,757,800 shares) of the Target Company as of March 31, 2024 stated in the Target Company's Financial Results, plus (ⅱ) the number of shares (424,000 shares in total) underlying all of the Stock Acquisition Rights (4,242 units in total) outstanding as of March 31, 2024 of the Stock Acquisition Rights stated in the Target Company's Securities Report (according to the Target Company, the 1,580 units of the 2018 First Series of Stock Acquisition Rights (underlying shares: 158,000 shares), 2,160 units of the 2021 First Series of Stock Acquisition Rights (underlying shares: 216,000 shares), and 502 units of the 2022 First Series of Stock Acquisition Rights (underlying shares: 50,200 shares)), less (ⅲ) the number of treasury shares held by the Target Company (2,856,067 shares) as of March 31, 2024 stated in the Target Company's Financial Results, is used as the denominator.
- *3
“Ownership ratio of share certificates, etc. before the Tender Offer” and “Ownership ratio of share certificates, etc. after the Tender Offer” have been rounded to the nearest two decimal places.
- *1
(5) Calculation if the Tender Offer is Conducted by Proportional Distribution
There are no applicable matters.
(6) Method of Settlement
- (A)Name and Address of Head Office of Financial Instruments Business Operator, Bank, Etc. in Charge of Settlement of the Tender Offer
Nomura Securities, Co., Ltd.
(13-1, Nihombashi 1-chome, Chuo-ku, Tokyo) - (B)Commencement Date of Settlement
June 18, 2024 (Tuesday) - (C)Method of Settlement
A notice regarding the purchase under the tender offer will be mailed to the address of persons who accept the offer for the purchase of share certificates, etc. in the Tender Offer or offer the sale of share certificates, etc. in the Tender Offer (the “Tendering Shareholders, Etc.”) (or the address of the standing proxy in the case of shareholders, etc. residing in foreign countries who do not have accounts with the tender offer agent that are available for trading (including corporate shareholders, etc.)) without delay after the expiration of the Tender Offer Period.
The purchase will be settled in cash. The Tendering Shareholders, Etc. may receive the sales proceeds from the tender offer in the manner they specify, including by way of remittance, without delay after the commencement date of the settlement (a remittance fee may be charged).
3. Policies after the Tender Offer and Future Prospects
For policies after the Tender Offer, there is no change from those described in the press release titled “Notice Concerning Commencement of the Tender Offer for Share Certificates, Etc. of SB Technology Corp. (Securities Code: 4726)” released by the Tender Offeror on April 25, 2024 (as amended by the press release titled “(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” thereafter released by the Tender Offeror on May 27, 2024).
The Tender Offeror intends to carry out a set of procedures for making the Tender Offeror the only shareholder of the Target Company (the “Squeeze-Out Process”). The Target Company Shares are currently listed on the Prime Market of the TSE as of today. However, if the Squeeze-Out Process is carried out, the Target Company Shares may be delisted through prescribed procedures in accordance with the delisting criteria set out by the TSE. After the Target Company Shares are delisted, the Target Company Shares will no longer be traded on the Prime Market of the TSE. The procedures to be taken will be promptly announced by the Target Company as soon as they are determined.
4. Location for Public Inspection of Tender Offer Report
SoftBank Corp.
(1-7-1 Kaigan, Minato-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)
- 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.