15th Dec 2006 10:22
Softbank Corp15 December 2006 December 15, 2006 Merger of two consolidated subsidiaries SOFTBANK CORP. announces that the board of directors meeting of SOFTBANK TELECOMSALES Corp. (Head office: Minato-ku, Tokyo; Representative: Ken Miyauchi;hereinafter "SBTS") and SOFTBANK TELECOM Corp. (Head office: Minato-ku, Tokyo;Representative: Masayoshi Son; hereinafter "SBTM") resolved today a merger asfollows; 1. Purpose of merger To accelerate business development of SBTM within the SOFTBANK Group andstrengthen its financial structure by merging with SBTS based on the Group'smanagement policy which is to strengthen the operational base 2. Outline of merger (1) Merger schedule December 15, 2006 Board of directors meeting to approve merger agreement in both parties January 19, 2007 Extraordinary General Meeting to approve merger agreement (planned) February 1, 2007 Effective date of merger (planned) (2) Method of merger SBTS as an ongoing concern shall absorb SBTM, which shall be subsequentlydissolved. SBTS is scheduled to change its corporate name to SOFTBANK TELECOMCorp. after the merger. (3) Share to be issued upon merger SBTS will issue 1,960,300 common shares upon merger in exchange for the sharesof SBTM 169,455,424 common shares and SBTS 1,076,200 common shares, and SBTM139,200,000 preferred shares and SBTS 884,100 common shares respectively, forthe shareholders who were registered or recorded on the SBTM's latestshareholders' list as of the previous day of effective date of merger. (4) Capital and reserve to be increased for the merger No increase or decrease of SBTS capital and its reserve occurs due to themerger. 3. Outline of companies concerned (as of December 1, 2006) Surviving company Company which shall be absorbedCorporate name SOFTBANK TELECOM SALES Corp. SOFTBANK TELECOM Corp.Type of business Fixed-line business, investment Fixed-line business businessDate of incorporation March, 1999 August, 2002Location of head office 1-9-1 Higashi-Shimbashi, Minato-ku, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo TokyoRepresentative Ken Miyauchi Masayoshi SonCommon stock 100 million yen 145,800 million yenShares outstanding Common shares 826,300 Common shares 169,455,424 Preferred shares 139,200,000Net assets(*1) 8,424 million yen 123,148 million yenTotal assets(*1) 11,380 million yen 473,030 million yenSettlement of accounts March 31 March 31Principal shareholders and SOFTBANK CORP. 100% SOFTBANK CORP. 100%ownership ratiosBusiness result for the FY 2004 FY 2005 FY 2006 FY 2004 FY 2005 FY 2006recent 3 fiscal yearsended March 31(*2) (Unit: million yen)Net sales 410 541 172 172,117 335,804 353,717Operating income (1,489) (1,348) (497) (1,561) (52,110) (20,988) (loss)Ordinary income (2,413) 6,200 1,013 (1,449) (54,887) (36,014) (loss)Net income 14,589 3,739 20,438 (49,959) (81,634) (87,636) (loss)Net income per share (yen) 17,656 4,525 24,735 (51,002) (480) (330) (*1) As of March 31, 2006 (*2) Figures of SOFTANK TELECOM Corp. is under consolidated base. Since closingterm change was made for the period ended March 2004, figures are for 6 monthsfrom October 1, 2003 to March 31, 2004. 4. Post-merger information (1) Corporate name SOFTBANK TELECOM Corp. (2) Type of business Fixed-line business (3) Location of head office 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo (4) Representative Masayoshi Son (5) Common stock 100 million yen (6) Settlement of accounts March 31 5. Impacts on financial results Impacts due to this merger are under study as of today and will be communicatedas soon as when confirmed. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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