Press Releases 2025
Notice Concerning Absorption-type Merger of
SB Technology 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, SB Technology Corp. (hereinafter "SBT"), effective from April 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
This Merger aims to achieve integrated utilization of management resources within the Group and further improve management efficiency, building upon the conversion of SBT into a wholly owned subsidiary in 2024. Since making SBT a wholly owned subsidiary, the Company has strengthened its support capabilities for the Digital Transformation (DX) of enterprises and local governments by combining the Company's telecommunications and enterprise solution businesses with SBT's ICT solutions, including cloud, security, AI, and data analytics. Going forward, the Company will promote AI Transformation (AX), which transforms the business structures of enterprise clients using AI, and establish its foundation as a "next-generation social infrastructure company" that leverages AI as a growth opportunity. Through the Merger, the Company aims to unify its management structure to enable faster decision-making and optimal allocation of management resources. Furthermore, the Company seeks to enhance the corporate value of the entire Group by creating new value through the integration of telecommunications and IT.
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 | April 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 SBT, 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 SBT will be absorbed and dissolved.
(3) Details of allotment related to the Merger
As SBT 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. | SB Technology Corp. | ||
| (2) Address | 1-7-1 Kaigan, Minato-ku, Tokyo | 6-27-30 Shinjuku, Shinjuku-ku, Tokyo | ||
| (3) Name and title of representative | Junichi Miyakawa, President & CEO | Shinichi Ata, President & CEO | ||
| (4) Description of business | Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services | ICT services business | ||
| (5) Common stock | JPY 239,692 million (As of September 30, 2025) |
JPY 1,270 million (As of September 30, 2025) |
||
| (6) Established | December 9, 1986 | October 16, 1990 | ||
| (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) |
2 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 29,580 million | |
| Total assets | JPY 16,102,195 million | Total assets | JPY 44,317 million | |
| Equity per share attributable to owners of the Company | JPY 50.96 | Net assets per share | JPY 14,790,318,317.00 | |
| Revenue | JPY 6,544,349 million | Revenue | JPY 57,466 million | |
| Operating income | JPY 989,016 million | Operating income | JPY 4,318 million | |
| Profit before income taxes | JPY 880,057 million | Ordinary income | JPY 4,123 million | |
| Net income attributable to owners of the Company | JPY 526,133 million | Net income | JPY 2,957 million | |
| Basic earnings per share | JPY 10.99 | Net income per share | JPY 1,478,649,154.50 | |
- [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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