Streaksai Regulatory News (STK)

24 Mar 2006 07:13

Softbank Corp24 March 2006 March 17, 2006 SOFTBANK to acquire Vodafone K.K., to establish mobile communications businessalliance with Yahoo! JAPAN SOFTBANK CORP. (Headquarters: Minato-ku, Tokyo Representative Executive Officerand President, Masayoshi Son) (SOFTBANK) has signed an agreement with VodafoneGroup PLC (Headquarters: London, UK, Representative, Arun Sarin) (Vodafone PLC)to acquire Vodafone K.K. (Headquarters: Minato-ku, Tokyo, Representative,William T. Morrow) (Vodafone), and, will establish a mobile communicationsbusiness alliance with Yahoo! Japan Corporation (Headquarters: Minato-ku, Tokyo,Representative Executive Officer Masahiro Inoue) (Yahoo! JAPAN). Vodafone is the third largest mobile service operator in Japan. Vodafone PLC isthe largest mobile operator in the world, with approximately 510 millioncustomers worldwide. Through its acquisition of Vodafone, SOFTBANK will become an integratedtelecommunications service provider, offering both fixed-line and mobilecommunications over 26 million service lines, generating annual revenue ofapproximately 2.5 trillion yen on a consolidated basis. The mobile communications business alliance with Yahoo! JAPAN , which offers awide variety of high quality services through its portal site to a largecustomer base, will enable it to provide truly innovative mobile services. 1. Purpose of the Acquisition By acquiring Vodafone, SOFTBANK Group will take a large step towards its goal ofoffering ubiquitous communications, adding mobile communications services to itsexisting fixed-line telecommunications and fixed-line broadband businessoperations. 2. Synergy resulting from the Acquisition i) SOFTBANK Group will be able to offer truly innovative mobile services throughits integrated business model that brings together Yahoo! JAPAN and itsleading-edge content with mobile voice communications services. ii) Through the integration of telecom networks and sales channels, SOFTBANKGroup and Vodafone will achieve greater efficiencies in their capitalexpenditure and business operations. iii) Vodafone already has more than 15-million subscribers and offers coverageof more than 99% of Japanfs population, enabling smooth development of thebusiness ahead of the expected introduction of mobile number portability (MNP)in November 2006. iv) Through their discussions, SOFTBANK Group and Vodafone PLC have agreed topursue discussion on the possibility of a joint venture for mobile contentdistribution. 3. Business alliance with Yahoo! JAPAN in the mobile communicationsbusiness SOFTBANK Group and Yahoo! JAPAN will enter a business alliance in the mobilecommunications field whereby Yahoo! JAPAN will provide a portal site for mobileterminals offering comprehensive services and content. This will enable aseamless environment between PC and mobile users, through which SOFTBANK willprovide innovative new services. 4. Transaction Overview Method: A subsidiary wholly-owned by SOFTBANK CORP. will acquire 97.7% of Vodafone K.K.fs outstanding common shares Enterprise Value: approximately 2 trillion yen Financing Structure: Common shares 200 billion yen (SOFTBANK) Preferred shares 120 billion yen (Yahoo! JAPAN) Non-recourse loan based on LBO financing 1.1-1.2 trillion yen Vodafone International Holdings B.V. will invest 300 billion yen in the form ofpreferred shares and equity warrants and 100 billion yen in the form ofsubordinated loans for a wholly-owned subsidiary of SOFTBANK. Total investmentamount of 400 billion yen will be used to finance the transaction. Board Member: Vodafone Group PLC is entitled to appoint one executive directorat Vodafone K.K. and the acquiring SOFTBANK subsidiary while it owns thepreferred shares. Seller: Vodafone International Holdings B.V. Vodafone Group PLC and other Vodafone group companies Acquisition Date: The transaction will be completed within the next two months. 5. Anticipated impact on SOFTBANK business results The impact of the transaction on SOFTBANKfs consolidated financial results isyet to be ascertained and such information will be disclosed once it isconfirmed. ************** For further information, please contact 81+3 6880 2300, PR Department, SOFTBANK CORP. About SOFTBANK CORP. Headquarter :Tokyo Shiodome Bldg., 1-9-1, Higashi-shimbashi, Minato-ku, Tokyo Representative Executive Officer, President: Masayoshi Son Paid-in Capital: 162.8 billion Business: Broadband Infrastructure, e-Commerce, Media & Marketing, Broadmedia,Internet Culture, Technology Services, Other Businesses About Yahoo! Japan Corporation Headquarter: 6-10-1, Roppongi, Minato-ku, Tokyo Representative Executive Officer: Masahiro Inoue Paid in Capital: 6.9 billion yen Business: Listing, Auction, e-Shopping, Media, Broadband, Business Solutions About Vodafone K.K. Headquarters: 2-5-1 Atago, Minato-ku, Tokyo Representative Executive Officer, President: William T. Morrow Paid in Capital: 177,2 billion yen Business: Mobile Communication Services Sales Revenue: 1.47 trillion yen (as of end of March 05, consolidated basis) Operating Profits: 15.8 million yen (as of end of March 05, consolidated basis) This information is provided by RNS The company news service from the London Stock Exchange