SB Technology Corp.
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We would like to inform you of the following matters regarding our controlling shareholders, etc.
1. Trade names, etc. of the parent company, controlling shareholder (excluding the parent company), or other affiliated companies
(As of March 31, 2024)
name | attribute | Percentage of voting rights held | Financial instruments exchange, etc. where the issued stock certificate is listed | ||
---|---|---|---|---|---|
direct ownership | Amount to be added up | total | |||
SoftBank Group Corp. |
Parent company |
- |
54.0% |
54.0% |
Tokyo Stock Exchange Prime Market, Inc. |
SoftBank Group Japan Corp. |
Parent company |
- |
54.0% |
54.0% |
- |
SoftBank Corp. |
Parent company |
54.0% |
- |
54.0% |
Tokyo Stock Exchange Prime Market, Inc. |
On April 25, 2024, the Company announced the "Expression of Opinion in Support of the Tender Offer for the Company's Shares, etc. by SoftBank Corp., the Company's Parent Company, and Recommendation to Tender" and on June 12, 2024, the Company announced the "Announcement Regarding the Results of the Tender Offer for the Company's Shares, etc. by SoftBank Corp., the Company's Parent Company" (the "Tender Offer Result Release"). The results of the tender offer are as follows:
In addition, SoftBank, the Company's controlling shareholder (parent company), plans to make the Company a wholly owned subsidiary in the future, and the Company is scheduled to be delisted.
Percentage of shares held after the purchase (as of June 12, 2024)
(Note) This table is an excerpt from the Purchase Result Release. The tender offeror is SoftBank and the target is the Company. Please refer to the Purchase Result Release for details.
Number of voting rights represented by shares held by the Tender Offeror prior to the purchase |
107,350 pieces |
(Shareholding ratio before the purchase: 52.81%) |
Number of voting rights represented by shares held by special related parties prior to the tender offer |
2,015 pieces |
(Shareholding ratio before the purchase: 0.99%) |
Number of voting rights represented by shares held by the Tender Offeror after the Tender Offer |
179,159 units |
(Ownership ratio of shares after the purchase: 88.14%) |
Number of voting rights represented by shares held by special related parties after the Tender Offer |
689 pieces |
(Ownership ratio of shares after the purchase: 0.34%) |
Total number of voting rights of shareholders of the Target Company |
198,863 pieces |
2. Name of parent company deemed to have the greatest impact on the listed company and the reason for it
name | reason |
---|---|
SoftBank Corp. | This is because it is a core company in Japan within the corporate group centered on SoftBank Group, and a company that has a direct impact on the Company. |
3. The position of the listed company within the parent company's corporate group and other relationships between the listed company and the parent company
SoftBank Group operates in a number of businesses, including the "Holding Company Investment Business," "SoftBank Vision Fund Business," SoftBank Business," "ARM Business," and "Other Businesses," of which SoftBank, which operates the "SoftBank Business," is engaged in the domestic telecommunications business. SBGJ is an intermediate holding company.
As a core ICT service company in the SoftBank group, we are always challenging ourselves to acquire cutting-edge ICT technology, with the corporate philosophy of "Making Information Revolution - Happiness for everyone- Technologies Design the Future -". In order to provide high-quality IT services to our customers, we have been practicing digital transformation ourselves and working on reforms such as improving business efficiency and reducing costs. By utilizing this experience, we aim to be a business partner that will work together with our customers to achieve growth in their core businesses. We will support the IT systems of SoftBank Group companies in Japan, and contribute to the realization of a rich information society by solving various problems faced by our customers through ICT services while creating synergy with SoftBank Group companies.
As of March 31, 2024, SoftBank Group, SBGJ and SoftBank are the parent companies owning 54.0% of the voting rights of the Company as described above, and are in a position to influence the management decisions of the Company through the exercise of their rights as majority shareholders. However, SoftBank 's policy regarding the management of the Group is to respect the autonomy of its subsidiaries and, while ensuring their independence, to create synergies and continue to evolve and grow together, thereby maximizing the corporate value of the Group. Under this policy, the Company is responsible for its own management and manages its business based on its own decision-making, and we believe that a certain degree of independence and autonomy is ensured.
As mentioned above, SoftBank, the Company's controlling shareholder (parent company), plans to make the Company a wholly owned subsidiary in the future, and the Company is scheduled to be delisted.
As of today, two employees of SoftBank serve as directors of the Company. The status of concurrent positions held by directors is as follows:
Concurrent positions held by directors (as of June 17, 2024)
post | Name Title | Main positions at the parent company, etc. or its group companies | Reason for appointment |
---|---|---|---|
Member of the Board | Kunihiro Fujinaga | Executive Vice President and Vice President of Corporate Affairs SoftBank Corp. Outside Director of INCUDATA Corp. Outside Director of Air Trust Corp. Outside Director of Cinarra Systems, Inc. |
Our company requested his appointment in order to create mutual synergies with the parent company and strengthen IT collaboration. |
Corporate Auditor | Takashi Naito | SoftBank Corp., Assistant to the CFO and Executive Accounting Advisor, Finance and Accounting Division Corporate Auditor SB Players Inc. Corporate Auditor A Holdings Co., Ltd. |
Requested by our company for appointment to exchange information and strengthen monitoring functions, etc. |
Four. Matters related to transactions with controlling shareholders, etc.
There are no applicable matters regarding transactions with SoftBank Group and SBGJ during the current consolidated fiscal year. The details and amount of the transaction with SoftBank are as follows.
Current consolidated fiscal year (from April 1, 2023 to March 31, 2024)
kinds | Company name etc. | location | capital (One million yen) |
Business Contents | voting rights, etc. Ownership ratio (%) |
---|---|---|---|---|---|
Parent company | SoftBank Corp. | Minato Ward, Tokyo |
214,393 |
Provision of mobile communication services, sales of mobile devices, provision of fixed communication services, provision of Internet connection services |
54.0 |
Related Party Business Relationships | Transaction details | Transaction amount (One million yen) |
Subject | Ending balance (One million yen) |
---|---|---|---|---|
Sale of products, outsourcing, and purchase of communication services | Product sales, system development, technical support, etc. |
16,601 |
accounts receivable |
5,498 |
Five. Status of implementation of measures to protect minority shareholders when conducting transactions with controlling shareholders, etc.
As with other business partners, the Company determines selling prices for transactions with its parent company, taking into consideration factors such as the cost of the transaction, selling, general and administrative expenses, appropriate profits, and market trends. Furthermore, the calculation and determination of price conditions are the same as with other business partners.
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