Press Releases 2020
Notice Regarding Company Split
(SimplifiedAbsorption-type Company Split)
July 20, 2020
SoftBank Corp.
SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of Board of Directors held on July 20, 2020, its Board of Directors resolved to conclude an absorption-type company split agreement (hereinafter the “Agreement”) to transfer its Animehodai Service, a service for distributing animation dedicated contents (hereinafter the “Business”), to U-NEXT Co., Ltd. (hereinafter “U-NEXT”) through company split (absorption-type company split) (hereinafter the “Company Split”). The details are as follows.
The Company has omitted certain disclosures and details of the Company Split, since the decrease in the total assets of the Company is less than 10% of the net assets at the end of the most recent fiscal year, and the decrease in revenue of the Company is expected to be less than 3% of revenue of the most recent fiscal year.
1. Purpose of the Company Split
The Group is promoting its Beyond Carrier strategy to continuously increase its corporate value in the rapidly changing information and communications industry. At the same time, the Group is streamlining its management by implementing structural reforms. As part of these efforts, the Group decided to transfer the Business to U-NEXT, which has been operating the Business since before.
Guided by its corporate philosophy of “ Information Revolution — Happiness for everyone,” the Group aims to be a corporate group that provides the services and technologies most needed by people around the world. Going beyond the confines as traditional telecommunications carrier, the Group will expand its business in three fields — telecommunications business, Yahoo business and new businesses. Through this, the Group will strengthen its earnings base and aim to achieve sustainable growth. In addition, while streamlining our organization and business operation, and enhancing the efficiency of management resources of the entire Group, we have continuously discussed with U-NEXT, our collaborative partner who has operational expertise in procurement, planning, and distribution of animation contents. We determined that transferring the Business to U-NEXT would be the best way to enhance the business itself and increase the value that it provides.
2. Outline of the Company Split
(1) Schedule of the Company Split
| (1) Date of the resolution of the Board of Directors | July 20, 2020 |
|---|---|
| (2) The date of conclusion of the absorption-type company split agreement | July 20, 2020 |
| (3) Effective date of the Company Split | October 1, 2020 (planned) |
Pursuant to Paragraph 2 of Article 784 of the Companies Act of Japan, the Company Split will be conducted without the approval by a resolution of the Company’s General Meeting of Shareholders.
(2) Method of the Company Split
An absorption-type company split in which the Company will be the splitting company and U-NEXT will be the successor company.
(3) Details of the allotment related to the Company Split
In the Company Split, the Company will receive 250 million yen in cash from U-NEXT.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Company Split
There will be no changes in the treatment of the stock acquisition rights issued by the Company due to the Company Split. The Company has not issued any bonds with stock acquisition rights.
(5) Change in capital due to the Company Split
There will be no change in the Company's share capital as a result of the Company Split.
(6) Rights and obligations to be succeeded by the successor company
U-NEXT will succeed the assets, liabilities, contracts and other rights and obligations related to the Business as of the effective date to the scope stipulated in the Agreement.
(7) Prospects of fulfillment of obligations
The Company believes that there are no issues with the prospect of fulfilling such obligations with regard to the obligations to be borne by U-NEXT in connection with the Company Split.
3. Basis of calculating the details of the allotment related to the Company Split
The two companies have reached an agreement on the aforementioned allotment in relation to the Company Split as a result of sincere discussions based on a comprehensive consideration of factors such as the status of earnings and future prospects of the Business to be split from the Company in the Company Split. The effect of the Company Split on the Company's consolidated results of operations is immaterial.
4. Overview of the companies involved in the Company Split
| Splitting company | Successor company | |
|---|---|---|
| (1) Trade name | SoftBank Corp. | U-NEXT Co., Ltd. |
| (2) Address | 1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo | 3-1-1 Kamiosaki, Shinagawa-ku, Tokyo |
| (3) Name and title of representative | Ken Miyauchi, President & CEO | Tenshin Tsutsumi, President and Representative Director |
| (4) Nature of Business | Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services | Operation and sales of video distribution services for individuals. Provision and sales of MVNO services and fixed broadband line services for individuals |
| (5) Share capital | JPY 204,309 million (As of March 31, 2020) |
JPY 10 million (As of August 31, 2019) |
| (6) Founded | December 9, 1986 | June 16, 2017 |
| (7) Number of shares issued | 4,787,145,170 shares | 54,000 shares |
| (8) Fiscal year end | March 31 | August 31 |
| (9) Major shareholders and shareholding ratios | SoftBank Group Japan Corporation 67.13% The Master Trust Bank of Japan, Ltd. (Trust Account) 2.25% Japan Trustee Services Bank, Ltd. (Trust Account) 1.54% Japan Trustee Services Bank, Ltd. (Trust Account5) 0.77% STATE STREET BANK WEST CLIENT-TREATY 505234 0.57% |
USEN-NEXT HOLDINGS Co.,Ltd. 100.00% |
| (10) Financial position and results of operations for the most recent fiscal year | ||
| Fiscal year end | (Fiscal year ended March 31, 2020) (Consolidated: IFRS) |
(Fiscal year ended August 31, 2019) (Standalone: Japanese GAAP) |
| Equity attributable to owners of the Company*1 | JPY 1,000,546 million | JPY 2,972 million |
| Total assets | JPY 9,792,258 million | JPY 14,620 million |
| Equity per share attributable to owners of the Company*2 | JPY 211.03 | JPY 55,053.70 |
| Revenue | JPY 4,861,247 million | JPY 44,149 million |
| Operating income*3 | JPY 911,725 million | JPY (3) million |
| Profit (loss) before income taxes | JPY 811,195 million | JPY (3) million |
| Net income attributable to owners of the Company | JPY 473,135 million | JPY 18 million |
| Basic earnings per share | JPY 99.27 | JPY 336.02 |
- [Notes]
-
- *1It is net assets for U-NEXT.
- *2It is net assets per share for U-NEXT.
- *3It is ordinary loss for U-NEXT.
- *1
5. Overview of the business to be split
(1) Description of the business to be split
Animation dedicated contents distribution service
(2) Operating results of the business to be split
| Fiscal year end | Fiscal year ended March 31, 2020 |
|---|---|
| Revenue | JPY 920 million |
(3) Items and amounts of assets and liabilities to be split
There will be no assets or liabilities to be split as a result of the Company Split.
6. Status of the companies after the Company Split
Trade name, address, name and title of representative, nature of business, share capital, and fiscal year end of the Company and U-NEXT remain unchanged after the Company Split.
7. Forecasts
The effect of the Company Split on the Company's consolidated results of operations is immaterial.
(Reference) Consolidated results forecasts for the current fiscal year (announced on May 11, 2020) and results for the previous fiscal year
| Revenue | Operating income | Net income attributable to owners of the Company | Basic earnings per share | |
|---|---|---|---|---|
| Consolidated earnings forecast for the fiscal year ending March 31, 2021 |
JPY 4,900,000 million | JPY 920,000 million | JPY 485,000 million | JPY 101.76 |
| Consolidated results for the fiscal year ended March 31, 2020 |
JPY 4,861,247 million | JPY 911,725 million | JPY 473,135 million | JPY 99.27 |