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Acquisition of Shares

25th Apr 2008 12:46

Softbank Corp25 April 2008 25 April 2008 Acquisition of Shares by a Subsidiary SOFTBANK CORP. (hereinafter the Company) announces as follows that SOFTBANKTELECOM Corp. (Head office: Minato-ku, Tokyo, Representative: Masayoshi Son,hereinafter SBTM), a consolidated subsidiary of the Company, resolved at themeeting of the board of directors held today to acquire additional shares ofJAPANTELECOM INVOICE CO., LTD. (Head office: Minato-ku, Tokyo, Representative:Ikuo Kimura, hereinafter JTI) to make it a consolidated subsidiary of SBTM. 1. Name and other information of the relevant subsidiary (1) Company name SOFTBANK TELECOM Corp.(2) Representative Chairman & CEO, Representative Director; Masayoshi Son(3) Location 1-9-1, Higashi-Shimbashi Minato-ku, Tokyo 2. Rationale of share acquisition SBTM and INVOICE INC. (Head office: Minato-ku, Tokyo, Representative: IkuoKimura, hereinafter INVOICE) established JTI in August 2005 as a joint ventureto sell voice communication service centered on Otoku Line fixed-linetelecommunication service provided by SBTM and to invoice and collect charges ofthis service and JTI has focused on strengthening sales of Otoku Line primarilyto small-and-medium-sized businesses. As a result, the number of lines of Otoku Line acquired by JTI accounts for 50%(*1) out of 920,000 lines for corporate users as of December 2007. JTI alsoestimates to record JPY 33 billion as net sales and JPY 2.5 billion as operatingincome in the earnings results (estimate) (*2) for the year ended March 2008. SBTM has decided to acquire all the shares of JTI held by INVOICE to make JTI awholly-owned subsidiary of SBTM in order to further reinforce sales of OtokuLine and mobile handsets to small-and-medium-sized businesses. (1) Calculated based on the materials of earnings results of INVOICE INC. forthe 3rd quarter of the year ended March 2008 (2) Excerpted from the materials of earnings results of INVOICE INC. for the 3rdquarter of the year ended March 2008 3. Company profile of the company to become a subsidiary (1) Company name JAPANTELECOM INVOICE CO., LTD. (2) Representative President, Representative Director Ikuo Kimura (3) Location of Head Office 1-9-1, Higashi-Shimbashi Minato-ku, Tokyo (4) Paid-in Capital JPY 20.0bn (5) Founded 12 August 2005(*3) (6) Business outline Sale of Otoku Line a direct connection voice service provided by SOFTBANK TELECOM, invoicing and collection of telephone service charges of Otoku Line and My Line (7) Fiscal term ends 31 March (8) Number of employees 355 (as of 31 March 2008) (9) Number of outstanding 600,000 shares shares (10) Shareholders (as of 31 INVOICE INC. 85.1% March 2008) SOFTBANK TELECOM Corp. 14.9% (11) Business performance for the last three fiscal years FY2005 ending March FY2006 ending March FY2007 ending March 31, 2006 31, 2007 31, 2008 (estimate)(* 4) Net sales JPY 626 million JPY 14,863 million JPY 33,000 million Operating income (JPY 20,484 million) (JPY 7,415 million) JPY 2,500 million Ordinary income (JPY 19,547 million) (JPY 7,336 million) JPY 2,600 million Net income (JPY 19,553 million) (JPY 7,349 million) JPY 2,600 million Total assets JPY 21,110 million JPY 12,126 million | Net assets JPY 10,448 million JPY 3,099 million | (*3)In addition to foundation of the company, a dormant company held by SBTM atthat time (then company name: JAPAN TELECOM CO., LTD.) went throughreorganization and change of company name. (*4)Excerpted from the materials of earnings results of INVOICE INC. for the 3rdquarter of the year ended March 2008 4. Share transferee (1) Company name INVOICE INC. (2) Representative President, Representative Director Ikuo Kimura (3) Location of Head Office 4-1-23, Shiba, Minato-ku, Tokyo (4) Business outline Communications integration (one-stop billing of communication charges) service for corporate users Communications integration service for complex housing Other one-stop billing services Design and installation of glass wool duct for air-conditioning and of clean room 5. Number of shares to acquire and share holding status before and afteracquisition and acquisition value (1) Number of shares held before 89,400 shares (Holding proportion 14.9%) acquisition (2) Number of shares to acquire 510,600 shares (3) Number of shares held after 600,000 shares (Holding proportion 100.0%) acquisition (4) Acquisition value JPY 25.5 billion 6. Schedule of change 25 April 2008 Resolution by the board of directors and conclusion of share transfer agreement 28 April 2008 Share transfer (tentative) 7. Impact from the change JTI is to become a subsidiary of the Company (in the scope of consolidation)after the relevant share acquisition. The share acquisition will havenegligible impact on the consolidated earnings results of the Company. Also, there will be no change in the cooperative relation with INVOICEregarding business operation and capital stock through the share acquisition. This information is provided by RNS The company news service from the London Stock Exchange

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