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Notice regarding merger between our subsidiaries


SoftBank Technology Corp.

At the board of directors meeting held on July 20, 2017, the Company announced that its subsidiary, Miracle Linux Corporation (hereinafter "Miracle Linux Corporation") We would like to inform you that the board of directors has resolved to merge Cybertrust Japan Co., Ltd. (hereinafter referred to as "Cybertrust Japan") (hereinafter referred to as the "Merger").
Please note that as this merger is a merger between our subsidiaries, some disclosure items and content have been omitted.

Record

1. Purpose of the merger

Since its establishment in 2000, Miracle Miracle Linux Corporation has been providing enterprise Linux OS under the "MIRACLE LINUX" brand to a wide range of fields including telecommunications, public and financial businesses, featuring Japanese quality technology and support. In addition to our track record of adoption in the enterprise field, we are also expanding our track record of embedded Linux OS for dedicated devices by applying Linux kernel technology. With the acceleration of the practical application of IoT in recent years, the adoption of Linux as the OS for IoT devices is progressing, and the embedded business continues to grow.

Since its establishment in 1995, Cybertrust Japan is an information security company that has provided safety and security to many customers and partners through electronic authentication services. As Japan's first commercial electronic certification authority, we have the longest operational track record in the country and provide electronic authentication services including server certificates. We provide the "Secure IoT Platform", an authentication platform aimed at safely and securely using IoT devices, whose usage types and applications have expanded in recent years.

The new merged company will integrate Miracle Linux Corporation 's "embedded technology" and Cybertrust Japan 's "security technology" and develop a globally applicable IoT business with the "Secure IoT Platform" as the core of its growth strategy.

The two companies will maintain the brand names of their existing businesses and continue to provide all services, including ``MIRACLE LINUX'' and Cybertrust Japan 's server certificate ``SureServer.''

2. Summary of the merger

① Merger schedule

合併決議取締役会(当社) 平成29年7月20日 合併決議取締役会・合併契約締結(当事会社2社) 平成29年7月20日 合併公告日(当事会社2社) 平成29年8月21日(予定) 合併承認株主総会(当事会社2社) 平成29年8月15日(予定) 合併期日(効力発生日) 平成29年10月1日(予定)

② Merger method
The company name will be changed to Cybertrust Japan through an absorption-type merger with Miracle Linux Corporation as the surviving company.

③ Contents of allocation related to merger

  Miracle Linux Corporation
(Surviving company)
Cybertrust Japan
(Disappearing company)
Contents of allocation related to the Merger
(merger ratio)
0.30577

④ Handling of stock acquisition rights and bonds with stock acquisition rights of the dissolved company
Not applicable.

3. Overview of the companies involved in the merger

Surviving company Disappeared company
①Trade name Miracle Linux Corporation Cybertrust Japan Co., Ltd.
②Location Shinjuku-ku, Tokyo Minato Ward, Tokyo
③Representative Representative Director and President Tatsuo Ito Representative Director and President Yasutoshi Magara
④Business details Linux OS development, enterprise software development using OSS, embedded Linux related business, support and consulting business Authentication service business, security solution business
⑤ Capital 400 million yen 100 million yen
⑥Date of establishment June 1, 2000 September 19, 1995
⑦Major shareholders and shareholding ratio NTT Data Co., Ltd.
Otsuka Shokai Co., Ltd.
Obic Business Consultant Co., Ltd.
Sunbridge Co., Ltd.
SoftBank Technology Corp. (57.8%)
NEC Corporation
Hitachi, Ltd.
SoftBank Technology Corp. (100.0%)
⑧Fiscal year end March 31st March 31st
⑨Financial condition and operating results for the immediately preceding fiscal year
net worth 712 million yen 2,099 million yen
Total assets 1,283 million yen 2,692 million yen
Net assets per share 89,103 yen 66,424 yen
Net sales 1,136 million yen 1,982 million yen
Operating income 190 million yen 160 million yen
Ordinary profit 197 million yen 160 million yen
net income 143 million yen 246 million yen
Net income per share 17,973 yen 7,811 yen

Four. Post-merger status (planned)

①Trade name Cybertrust Japan Co., Ltd.
②Location 〒160-0022
6-27-30 Shinjuku, Shinjuku-ku, Tokyo
Shinjuku East Side Square 7th floor
③Representative Representative Director and President Oyaichi Ata
④Business details ? IoT related business
? Authentication service business, security solution business
?Linux OS development, enterprise software development using OSS, embedded Linux related business, support and consulting business)
⑤ Capital 400 million yen
⑥Fiscal year end March 31st
⑦Major shareholders and shareholding ratio SoftBank Technology Corp. 80.9%

Five. Future outlook

The impact of this merger on our consolidated business results for the fiscal year ending March 31, 2018 is minimal.

■The PDF of this release can be downloaded from the link below.
Click here for the PDF

Contact information for media inquiries regarding this matter

SoftBank Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp