SB Technology Corp.
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We would like to inform you that the "Announcement of Expression of Opinion in Support of the Tender Offer for Our Shares, etc. by Our Parent Company, SoftBank Corp., and Recommendation to Tender" published on April 25, 2024 has been amended as follows due to the discovery that the statement that some directors and Corporate Auditor were absent from the board of directors meeting held on April 25, 2024 was omitted. The amended portion is underlined.
Record
3. Details, grounds and reasons for the opinion regarding the Tender Offer
(1) Content of the opinion
(Before correction)
(Omitted)
The above board of directors resolution was made in the manner described in "VIII. Approval of all disinterested directors of the Company and opinion of all disinterested Corporate Auditor of the Company that there are no objections" in "(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest" below.
(Edited)
(Omitted)
The above board of directors resolution was made in the manner described in "VIII. Approval of all disinterested directors present at the meeting and opinion of all disinterested Corporate Auditor present at the meeting that there are no objections" in "(6) Measures to ensure the fairness of the Tender Offer, such as measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest" below.
(2) Grounds and reasons for the opinion
③ The decision-making process and reasons at our company
(iii) Content of the judgment
(Before correction)
(Omitted)
For the method of the resolution at the above-mentioned Board of Directors meeting, please refer to “VIII. Approval of all disinterested directors of the Company and opinion of all disinterested Corporate Auditor of the Company that there are no objections” in “(6) Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest” below.
(Edited)
(Omitted)
For the method of the resolution at the above-mentioned Board of Directors meeting, please refer to “VIII. Approval of all disinterested directors of the Company in attendance and opinion of all disinterested auditors in attendance that there are no objections” in “(6) Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of Corporate Auditor Offer Price and to avoid conflicts of interest” below.
(6) Measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer
(Before correction)
(Omitted)
8) Approval of all disinterested directors of the Company and the opinion of all disinterested Corporate Auditor that there are no objections
Based on the legal advice obtained from Nishimura & Asahi and Blakemore LLP, the financial advice obtained from Daiwa Securities, the contents of the Company's Valuation Report, the Share Valuation Report (Plutus Consulting) and the Fairness Opinion submitted through the Special Committee, the Written Report obtained from the Special Committee, the contents of the multiple ongoing discussions conducted with the Offeror, and other related materials, the Company carefully discussed and considered whether the Transaction, including the Tender Offer by the Offeror, would contribute to the enhancement of the Company's enterprise value and whether the transaction terms of the Transaction, including the Tender Offer Price, were appropriate. As a result, as described in "③ The Company's decision-making process and reasons" in "(2) Grounds and Reasons for the Opinion" above, at the meeting of the Board of Directors held today, the Company resolved to express an opinion in support of the Tender Offer, to recommend that the Company Shares be tendered in the Tender Offer, and to leave it to the discretion of the Stock Acquisition Rights Holders as to whether or not to tender in the Tender Offer.
At the above-mentioned meeting of the Board of Directors, the Company's nine directors, excluding Mr. Kunihiro Fujinaga, who holds the position of an officer or employee of the Tender Offeror, 8 In addition, at the above-mentioned meeting of the Board of Directors, all of Corporate Auditor except for Mr. Takashi Naito, who is an officer or employee of the Tender Offeror, 3 All of the members have stated that they have no objections to the above resolution.
(Omitted)
(Edited)
(Omitted)
8. Have no conflict of interest in the Company Attendance Approved by all directors and with no conflict of interest Attendance The opinion of all Corporate Auditor that there are no objections
Based on the legal advice obtained from Nishimura & Asahi and Blakemore LLP, the financial advice obtained from Daiwa Securities, the contents of the Company's Valuation Report, the Share Valuation Report (Plutus Consulting) and the Fairness Opinion submitted through the Special Committee, the Written Report obtained from the Special Committee, the contents of the multiple ongoing discussions conducted with the Offeror, and other related materials, the Company carefully discussed and considered whether the Transaction, including the Tender Offer by the Offeror, would contribute to the enhancement of the Company's enterprise value and whether the transaction terms of the Transaction, including the Tender Offer Price, were appropriate. As a result, as described in "③ The Company's decision-making process and reasons" in "(2) Grounds and Reasons for the Opinion" above, at the meeting of the Board of Directors held today, the Company resolved to express an opinion in support of the Tender Offer, to recommend that the Company Shares be tendered in the Tender Offer, and to leave it to the discretion of the Stock Acquisition Rights Holders as to whether or not to tender in the Tender Offer.
At the above meeting of the Board of Directors, the following nine directors were elected: Yukari Tominaga and The Company's directors, excluding Mr. Kunihiro Fujinaga, who holds the position of an officer or employee of the Tender Offeror 7. Mr. Michiaki Nakano and Corporate Auditor other than Mr. Takashi Naito, who holds the position of an officer or employee of the Tender Offeror 2 All of the members have stated that they have no objections to the above resolution. Ms. Yukari Tominaga and Mr. Michiaki Nakano were absent from the above-mentioned Board of Directors meeting due to business reasons.
(Omitted)
Contact information for inquiries from media regarding this matter
○ SB Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp