Press Releases 2025

Notice Concerning Absorption-type Split of
BB Backbone Corp., a Wholly Owned Subsidiary
(Simplified Absorption-type Split)

January 29, 2025
SoftBank Corp.

SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on January 29, 2025, the Company resolved to succeed the business related to the sales of sXGP (for details, please refer to “1. Purpose of the Split”, hereinafter the “Business”) of its wholly owned subsidiary, BB Backbone Corp., (hereinafter “BB Backbone”) through an absorption-type split (hereinafter the “Split”), effective from April 1, 2025.
Note that since the Split is a simplified absorption-type split of a wholly owned subsidiary, certain disclosure items and details have been omitted.

1. Purpose of the Split

sXGP is a communication service for enterprises that allows for the construction of private networks using the 1.9GHz frequency band without the need for a license. One of its features is that it is not affected by network congestion or regulations that occur during events with large gatherings or in disaster situations. As a successor service to PHS, it is widely used in various fields such as medical institutions and the construction industry.
The Company decided to succeed the business related to the sales of sXGP provided by its wholly owned subsidiary, BB Backbone, in order to maximize synergies with the Company's solution and streamline operations.
By provision of multi-voice solutions that include sXGP, the Company will contribute to the promotion of DX (digital transformation) to solve social issues.

2. Outline of the Split

(1) Schedule of the Split

(1) Date of the resolution of the Board of Directors January 29, 2025
(2) Date of signing of the Split agreement January 29, 2025
(planned)
(3) Effective date of the Split April 1, 2025
(planned)

As the Split falls under a simplified absorption-type split as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form split as prescribed in Article 784, Paragraph 1 of the same act in relation to BB Backbone, the Split agreement will be approved without convening General Meetings of Shareholders of either company.

(2) Method of the Split

The Split will be an absorption-type split (simplified split) with the Company as the successor company and BB Backbone as the splitting company.

(3) Details of allotment related to the Split

As BB Backbone is a wholly owned subsidiary of the Company, no shares or cash will be allotted as a result of the Split.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Split

No applicable items.

(5) Increase or decrease of common stock due to the Split

There will be no increase or decrease in the Company's common stock.

(6) Rights and obligations to be succeeded by the successor company (the Company) due to the Split

The Company will assume the assets, liabilities, and other rights and obligations such as contractual positions related to the Business prescribed in the absorption-type company split contract on the effective date of the Split.

(7) Prospect of fulfillment of obligations due to the Split

The Company has determined that there will be no problems with respect to the prospects for the fulfillment of obligations that the Company must bear.

3. Overview of the companies involved in the Split

Successor company Splitting company
(1) Company name SoftBank Corp. BB Backbone Corp.
(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 Hidetoshi Tosaka, President & CEO
(4) Description of business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services
  • Registered telecommunications provider under the Telecommunications Business Act
  • Planning of computer communications systems using applied optical cable connection equipment, construction of facilities, and contracted business
  • Investigation and planning of network architecture technologies utilizing the Internet
  • Consulting related to network architecture utilizing the Internet
  • Development, design, sales, leasing, rental, and management of communication devices
(5) Common stock JPY 222,924 million
(As of September 30, 2024)
JPY 100 million
(As of September 30, 2024)
(6) Established December 9, 1986 February 19, 2002
(7) Number of shares issued 47,679,372,700 shares
(As of September 30, 2024)
25,200 shares
(As of September 30, 2024)
(8) Fiscal year end March 31 March 31
(9) Major shareholders and shareholding ratios SoftBank Group Japan Corporation 40.17%
The Master Trust Bank of Japan, Ltd. (Trust Account) 10.38%
Custody Bank of Japan, Ltd. (Trust Account) 3.67%
STATE STREET BANK WEST CLIENT-TREATY 505234 1.39%
SMBC Nikko Securities Inc. 1.21%
(As of September 30, 2024)
SoftBank Corp. 100.00%
(As of September 30, 2024)
(10) Financial position and results of operations for the most recent fiscal year Fiscal year ended
March 31, 2024
(Consolidated: IFRS)
Fiscal year ended
March 31, 2024
(Standalone: Japanese GAAP)
Equity attributable to owners of the Company JPY 2,377,074 million Net assets JPY 2,034 million
Total assets JPY 15,521,906 million Total assets JPY 3,732 million
Equity per share attributable to owners of the Company JPY 47.97 Net assets per share JPY 80,710.44
Revenue JPY 6,084,002 million Revenue JPY 2,425 million
Operating income JPY 876,068 million Operating income JPY 122 million
Profit before income taxes JPY 805,912 million Ordinary income JPY 131 million
Net income attributable to owners of the Company JPY 489,074 million Net income (loss) JPY (683) million
Basic earnings per share JPY 10.32 Net income (loss) per share JPY (27,121.12)
[Note]
  1. *
    The Company conducted a stock split whereby each share of the Company's common shares was split into 10 shares, with the effective date being October 1, 2024. The number of shares issued, the equity per share attributable to owners of the Company, and the basic earnings per share take the stock split into account.

4. Overview of the business to be succeeded due to the Split

(1) Nature of the business to be succeeded due to the Split

The business related to the sales of sXGP

(2) Results of operations of the department to be succeeded due to the Split (Fiscal year ended March 31, 2024)

Revenue: JPY 61 million

(3) Assets and liabilities to be split (as of November 30, 2024)

Assets Liabilities
Item Value Item Value
Current assets JPY 96 million Current liabilities JPY 99 million
Non-current assets JPY 6 million Non-current liabilities JPY 3 million
Total assets JPY 102 million Total liabilities JPY 102 million

The asset and liability items and respective monetary values to be succeeded are calculated based on the balance sheet statement as of November 30, 2024. Therefore, the actual value to be succeeded will reflect fluctuations in the above values until the business day prior to the effective date of the Split.

5. Status after the Split

There will be no changes in the company name, address, name and title of representative, description of business, common stock, or fiscal year end of the Company.

6. Forecasts

Since this is a split of a wholly owned subsidiary of the Company, the effect of the Split on the Company's consolidated results of operations is immaterial.

(Reference) Forecasts of consolidated financial results for the fiscal year ending March 31, 2025 (announced on November 8, 2024) 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, 2025 JPY 6,350,000 million JPY 950,000 million JPY 510,000 million JPY 10.66
Consolidated operating results for the Fiscal Year Ended March 31, 2024 JPY 6,084,002 million JPY 876,068 million JPY 489,074 million JPY 10.32
[Notes]
  1. *
    The Company conducted a stock split whereby each share of the Company's common shares was split into 10 shares, with the effective date being October 1, 2024. The basic earnings per share take the stock split into account.
  • SoftBank, the SoftBank name and logo are registered trademarks or trademarks of SoftBank Group Corp. in Japan and other countries.
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