Press Releases 2025
Notice Concerning Absorption-type Merger of
Japan Computer Vision Corp., a Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)
November 26, 2025
SoftBank Corp.
SoftBank Corp. (hereinafter the "Company") announces that at the meeting of Board of Directors held on November 26, 2025, the Company resolved to carry out an absorption-type merger (hereinafter the "Merger") of its wholly owned subsidiary, Japan Computer Vision Corp. (hereinafter "JCV"), effective from May 1, 2026.
Note that since the Merger is a simplified absorption-type merger of a wholly owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of the Merger
The Company is engaged in providing biometric authentication solutions for entry and exit management of smart buildings and security areas, with the aim of promoting DX (Digital Transformation) for companies and local governments. In 2019, JCV was established as a subsidiary of the Company, and has developed and sold facial recognition solutions utilizing image recognition technology. The Company aims to enhance the corporate value of the Group as a whole through streamlining management structure and improving administrative efficiency as a result of the Merger.
After the Merger, the Company will continue to promote DX for companies and local governments in the field of biometric authentication.
2. Outline of the Merger
(1) Schedule of the Merger
| (1) Date of the resolution of the Board of Directors | November 26, 2025 |
|---|---|
| (2) Date of signing of the Merger agreement | November 26, 2025 (planned) |
| (3) Effective date of the Merger | May 1, 2026 (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 JCV, 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, and JCV will be absorbed and dissolved.
Currently, JCV’s liabilities exceed its assets. However, prior to the Merger, JCV will issue new shares to the Company through a third-party allotment, and the Company will subscribe for all of those shares. This will resolve JCV’s excess liabilities. The signing of the Merger agreement is conditional upon the elimination of JCV’s excess liabilities.
(3) Details of allotment related to the Merger
As JCV 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) Company name | SoftBank Corp. | Japan Computer Vision 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 | Yuto Sakurai, President and Representative Director | ||
| (4) Description of business | Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services | Development and provision of products utilizing image recognition technology | ||
| (5) Common stock | JPY 239,692 million (As of September 30, 2025) |
JPY 100 million (As of September 30, 2025) |
||
| (6) Established | December 9, 1986 | May 22, 2019 | ||
| (7) Number of shares issued | 47,908,265,700 shares (common shares) 30,000,000 shares (Series 1 Bond-Type Class Shares) 25,000,000 shares (Series 2 Bond-Type Class Shares) (As of September 30, 2025) |
564,000 shares (common shares) (As of September 30, 2025) |
||
| (8) Fiscal year end | March 31 | March 31 | ||
| (9) Major shareholders and shareholding ratios* | SoftBank Group Japan Corporation 40.07% The Master Trust Bank of Japan, Ltd. (Trust Account) 10.08% Custody Bank of Japan, Ltd. (Trust Account) 3.43% STATE STREET BANK WEST CLIENT-TREATY 505234 1.39% SMBC Nikko Securities Inc. 1.35% (As of September 30, 2025) |
SoftBank Corp. 100.00% (As of September 30, 2025) |
||
| (10) Financial position and results of operations for the most recent fiscal year | Fiscal year ended March 31, 2025 (Consolidated: IFRS) |
Fiscal year ended March 31, 2025 (Standalone: Japanese GAAP) |
||
| Equity attributable to owners of the Company | JPY 2,743,630 million | Net assets | JPY (2,138) million | |
| Total assets | JPY 16,102,195 million | Total assets | JPY 110 million | |
| Equity per share attributable to owners of the Company | JPY 50.96 | Net assets per share | JPY (3,792.69) | |
| Revenue | JPY 6,544,349 million | Revenue | JPY 402 million | |
| Operating income | JPY 989,016 million | Operating income (loss) | JPY (382) million | |
| Profit before income taxes | JPY 880,057 million | Ordinary income (loss) | JPY (430) million | |
| Net income attributable to owners of the Company | JPY 526,133 million | Net income (loss) | JPY (436) million | |
| Basic earnings per share | JPY 10.99 | Net income (loss) per share | JPY (773.74) | |
- [Note]
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- *"Major shareholders and shareholding ratios" of the Company are indicated based on the "Information Concerning Major Shareholders" stated in the Semiannual Securities Report for the 40th Fiscal Year filed by the Company on November 11, 2025.
- *
4. Status after the Merger
There will be no changes in company name, address, name and title of representative, description of business, common stock, 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, 2026 (announced on May 8, 2025) 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, 2026 | JPY 6,700,000 million | JPY 1,000,000 million | JPY 540,000 million | JPY 11.22 |
| Consolidated operating results for the fiscal year ended March 31, 2025 | JPY 6,544,349 million | JPY 989,016 million | JPY 526,133 million | JPY 10.99 |
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