SB Technology Corp.
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We hereby announce that, pursuant to Article 370 of the Companies Act (a written resolution in lieu of a board of directors resolution), we have resolved to set a record date for convening an extraordinary general meeting of shareholders to be held in early August 2024 (the "Extraordinary General Meeting of Shareholders").
Record
1. Record date for the Extraordinary General Meeting of Shareholders
In order to determine the shareholders who can exercise voting rights at this Extraordinary General Meeting of Shareholders, the Company has set Wednesday, June 19, 2024 as the record date, and the shareholders listed or recorded in the final shareholder register on that date will be the shareholders who can exercise voting rights at this Extraordinary General Meeting of Shareholders.
(1) Reference date: Wednesday, June 19, 2024
(2) Announcement date: Wednesday, May 29, 2024
(3) Method of announcement: Electronic announcement (will be posted on our website)
https://www.softbanktech.co.jp/corp/ir/notice/
2. Schedule and agenda for the Extraordinary General Meeting of Shareholders
As announced in the "Announcement of Opinion in Favor of and Recommendation for Tender Offer for Shares, etc. of the Company by SoftBank Corp., the Parent Company of the Company," released by the Company on April 25, 2024, SoftBank Corp. (hereinafter referred to as the "Tender Offeror") (the "Tender Offeror"), the Tender Offeror will purchase shares of common stock of the Company (the "Company's Shares") commencing on April 26, 2024 and the Stock Acquisition Rights (the "Stock Acquisition Rights") (Note 1). The Tender Offeror has conducted a tender offer (the "Tender Offer") for the common shares of the Company (the "Company's Shares") and the Stock Acquisition Rights (the "Stock Acquisition Rights"), which commenced on April 26, 2024. Although the Tender Offer was consummated, all of the Company's shares (excluding the Company's shares held by the Offeror and the treasury shares held by the Company) and the Stock Acquisition Rights (Note) were acquired by the Company through the Tender Offer. ) and all of the Stock Acquisition Rights cannot be acquired through the Tender Offer, the Tender Offeror plans to implement a series of procedures to make the Tender Offeror the sole shareholder of the Company after the completion of the Tender Offer in the following manner.
Specifically, the Tender Offeror plans to (1) upon consummation of the Tender Offer, the Tender Offeror will come to own 90% or more of the voting rights of all shareholders of the Company, and will be the sole shareholder of the Company in accordance with the Companies Act (Act No. 86 of 2005, as amended, the "Companies Act"). The Tender Offeror will own 90% or more of the voting rights of all the shareholders of the Company as a result of the Tender Offer. The Tender Offeror holds 90% or more of the voting rights of all the shareholders of the Company.) In the event that the Tender Offeror becomes a special controlling shareholder as defined in Article 179, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended), the Tender Offeror shall, promptly after the completion of the settlement of the Tender Offer and in accordance with the provisions of Part 2, Chapter 2, Section 4-2 of the Companies Act, request all shareholders of the Company (excluding the Tender Offeror and the Company) to tender their shares in the Company for the Tender Offer. The Tender Offeror plans to request all of the shareholders of the Company (excluding the Tender Offeror and the Company) to sell all of their shares in the Company (the "Share Sale Request") promptly after the completion of the settlement of the Tender Offer. On the other hand, if the Tender Offeror does not come to hold 90% or more of the voting rights of all shareholders of the Company after the completion of the Tender Offer, the Tender Offeror plans to conduct a reverse stock split of the Company's shares (the "Reverse Stock Split") pursuant to Article 180 of the Companies Act promptly after the completion of settlement of the Tender Offer. The Tender Offeror plans to request the Company to hold the Extraordinary Shareholders' Meeting in August 2024 or thereabouts to include in the agenda a proposal to conduct a reverse stock split of the Company's shares (the "Reverse Stock Split") and to partially amend the Articles of Incorporation to abolish the stipulation on the number of shares constituting one unit of shares subject to the Reverse Stock Split becoming effective. (iii) With respect to the Stock Acquisition Rights, the terms and conditions of the issuance of the Stock Acquisition Rights stipulate that (a) a consolidation of shares of the class of shares underlying the Stock Acquisition Rights (limited to the number obtained by multiplying the number of shares constituting one unit of shares by the consolidation ratio for such shares and resulting in a fraction less than one share) shall be subject to approval at a general meeting of shareholders of the Company; and (b) a share exchange of shares of the class of shares underlying the Stock Acquisition Rights shall be conducted. (a) If (a) a share consolidation of shares (limited to the number obtained by multiplying the number of shares constituting one unit of shares by the share consolidation ratio) is approved at a general meeting of shareholders of the Company, or (b) a share sale request by a special controlling shareholder is approved by the Board of Directors of the Company, the Tender Offeror may acquire the Stock Acquisition Rights without consideration upon the date separately determined by the Board of Directors of the Company, and although the Tender Offer was completed, the Tender Offeror may acquire the Stock Acquisition Rights in the Tender Offer without consideration. In the event that the Tender Offeror is unable to acquire all of the Stock Acquisition Rights in the Tender Offer and the Stock Acquisition Rights remain unexercised, the Tender Offeror plans to request that the Company acquire all of the remaining Stock Acquisition Rights without consideration in accordance with the provisions of (a) or (b) above.
At this time, the Company has decided to set in advance the record date necessary for the convocation of the Extraordinary General Meeting of Shareholders in preparation for the case where it is necessary to hold the Extraordinary General Meeting of Shareholders in the event of (ii) above. The date, time, place, and details of the agenda of this Extraordinary General Meeting of Shareholders will be announced as soon as they are determined.
On the other hand, in the event that (i) the Tender Offer is not consummated or (ii) (i) above applies (i.e., the Tender Offeror comes to own 90% or more of the voting rights of all shareholders of the Company upon consummation of the Tender Offer and the Tender Offeror makes a demand for sale of the Shares), the Company will not hold this Extraordinary Shareholders' Meeting and will not use the Record Date for this Extraordinary Shareholders' Meeting. The Company will not use the Record Date for the Extraordinary Shareholders' Meeting.
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