SON: Sony Corporation: Sony Corporation and So-net Entertainment Corporation commence procedures to make So-net Entertainment
SON: Sony Corporation: Sony Corporation and So-net Entertainment Corporation
commence procedures to make So-net Entertainment Corporation a wholly-owned
subsidiary of Sony Corporation
UK Regulatory Announcement
TOKYO
August 9, 2012
Sony Corporation
So-net Entertainment Corporation
Sony Corporation and So-net Entertainment Corporation commence procedures to
make So-net Entertainment Corporation a wholly-owned subsidiary of Sony
Corporation
Sony Corporation (“Sony”) and So-net Entertainment Corporation (“So-net”)
today announced that their respective boards of directors have resolved to
proceed towards Sony’s acquisition of all of the outstanding shares of So-net
not currently owned by Sony and its subsidiaries through Sony’s tender offer
for So-net’s outstanding shares (the “Tender Offer”) and a subsequent share
exchange (collectively, the “Transaction”).
In respect of the above-mentioned acquisition, Sony’s board of directors today
adopted a resolution to commence the Tender Offer. In addition, So-net's board
of directors today resolved to support the Tender Offer and to recommend that
So-net’s shareholders tender their shares in the Tender Offer. If Sony does
not acquire all of So-net’s issued shares (excluding the shares of So-net
owned by Sony and treasury shares owned by So-net) through the Tender Offer,
in order to achieve the goal of making So-net a wholly-owned subsidiary of
Sony, Sony and So-net plan to implement a share exchange for So-net’s
remaining shares outstanding. For details of the Tender Offer, please refer to
Sony’s “Notice Regarding Commencement of Tender Offer for Shares of So-net
Entertainment Corporation” and So-net’s “Announcement Concerning Expression of
Company’s Opinion for Implementation of Tender Offer for Company’s Shares Made
by its Controlling Shareholder, Sony”, both announced today.
As the business environment surrounding the Sony group has changed
dramatically and rapidly, Sony has been seeking to strengthen its core areas
and allocate resources to growth areas under the new management team. In this
regard, network services have become essential to Sony in leveraging its
strengths with respect to its hardware and content owned by Sony. So-net has
achieved significant success, particularly in the area of network services in
Japan, and its rich array of network-related assets, including service
management know-how, technologies, talent, extensive user base and content are
all aligned with Sony’s strategic direction. At the same time, the capital
relationships of Sony, So-net, and M3, Inc. (“M3”), So-net’s main subsidiary,
are currently that of parent, its subsidiary, and its indirectly-owned
subsidiary, respectively; and with each a listed company, there are limits to
the group-wide synergies that can be achieved. Sony believes that, if So-net
delists its shares and becomes a wholly-owned subsidiary of Sony, it will be
able to fully leverage So-net’s business portfolio and assets, while such
simplification of the capital relationships will benefit Sony in its efforts
to strengthen its core areas and allocate resources to growth areas, which
will ultimately lead to realizing more value.
Subsequent to a proposal by Sony to So-net, the two companies have, since
March 2012, considered and consulted with each other on various measures with
the aim of enhancing the corporate value of both companies. As a result, Sony
and So-net have reached the conclusion that it is advisable for the two
companies to make So-net a wholly-owned subsidiary of Sony through the
Transaction, which they believe will enhance group synergy, with a view to
enhancing the corporate value of each of the Sony group and So-net.
After making So-net its wholly-owned subsidiary, Sony plans to maintain the
independence of So-net’s business operations for a period of time while
simultaneously positioning So-net as one of the core components of the Sony
group’s network services business in Japan and Asia. Sony will further
consider how to promote an expansion of Sony’s network service platform to
Asia outside Japan as well as within Japan. With respect to M3, which engages
in the So-net group’s marketing support business in the area of medical health
care, Sony and So-net will actively consider the possibility of collaborating
with M3 in various areas as a member of the Sony group, while simultaneously
respecting the initiative and neutrality of M3’s management.
Should all So-net shareholders, other than those within the Sony group, tender
all of their shares, the aggregate consideration for the acquisition to be
paid by Sony will be approximately 60 billion yen. The Transaction is not
expected to have any material impact on Sony’s consolidated results forecast
announced on August 2, 2012, while the Transaction is expected to have a
modest accretive effect on net income attributable to Sony’s stockholders
during the current fiscal year.
Overview of the Tender Offer
Period: From August 10, 2012 (Friday) through September 20,
2012 (Thursday)
(29 business days)
Stock price: 567,500 JPY per common share.
Number of shares to be 107,772
acquired:
All issued shares of common stock, etc., in So-net
(excluding the
Shares to be acquired: shares of So-net owned by Sony and treasury shares
owned by
So-net)
Note for U.S. Shareholders of So-net
The tender offer that is the subject of this press release (the “Tender
Offer”) will be conducted in accordance with the procedures and information
disclosure standards prescribed by Japanese law, and these procedures and
information disclosure standards may differ from the procedures and
information disclosure standards in the United States. Neither the U.S.
Securities and Exchange Commission nor any securities commission of any State
of the United States has (a) approved or disapproved of the Tender Offer, (b)
passed upon the merits or fairness of the Tender Offer, or (c) passed upon the
adequacy or accuracy of the disclaimers in this Statement. Any representation
to the contrary is a criminal offence in the United States.
Japanese Language
Unless otherwise specified, all procedures relating to the Tender Offer are to
be conducted entirely in Japanese. If all or any part of a document relating
to the Tender Offer is prepared in the English language and there is any
inconsistency between the English-language documentation and the
Japanese-language documentation, the Japanese-language documentation will
prevail.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended, that reflect the
expectations, assumptions, estimates, and projections of Sony and So-net about
their respective businesses, financial condition and results of operations, as
well as their plans and expectations in relation to, and the benefits
resulting from, the proposed share exchange and business integration of the
Sony and So-net corporate groups. When included in this press release, the
words “believe,” “expect, ” “plans, ” “strategy, ” “prospects, ” “forecast, ”
“estimate, ” “project, ” “anticipate, ” “aim, ” “intend, ” “seek, ” “may, ”
“might, ” “could” or “should, ” and words of similar meaning, among others,
identify forward looking statements. Actual results may be substantially
different from the express or implied predictions contained herein that
constitute “forward-looking statements” due to known or unknown risks,
uncertainties or any other factors. Neither Sony nor any of its affiliates
makes any assurances that such express or implied predictions that constitute
“forward-looking statements” will be achieved. The “forward-looking
statements” contained herein have been prepared based on the information
possessed by Sony as of the date hereof, and, unless otherwise required under
applicable laws and regulations, neither Sony nor any of its affiliates
assumes any obligation to update or revise this document to reflect any future
events or circumstances. Investors are advised to consult any further
disclosures by Sony in its subsequent filings with the U.S. Securities and
Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of
1934 and its other filings.
The risks, uncertainties and other factors referred to above include, but are
not limited to,
the global economic environment in which Sony operates and the
(i) economic conditions in Sony’s markets,
particularly levels of consumer spending;
foreign exchange rates, particularly between the yen and the U.S.
dollar, the euro and other currencies in
(ii) which Sony makes significant sales and incurs production costs, or in
which Sony’s assets and liabilities are
denominated;
Sony’s ability to continue to design and develop and win acceptance
of, as well as achieve sufficient cost
reductions for, its products and services, including liquid crystal
display (“LCD”) televisions, game
(iii) platforms and smartphones, which are offered in highly competitive
markets characterized by intense price
competition, continual new product and service introductions, rapid
development in technology and
subjective and changing consumer preferences;
Sony’s ability and timing to recoup large-scale investments required
(iv) for technology development and
production capacity;
Sony’s ability to implement successful business restructuring and
(v) transformation efforts under changing
market conditions;
Sony’s ability to implement successful hardware, software, and
content integration strategies for all
(vi) segments excluding the Financial Services segment, and to develop and
implement successful sales and
distribution strategies in light of the Internet and other
technological developments;
Sony’s continued ability to devote sufficient resources to research
(vii) and development and, with respect to
capital expenditures, to prioritize investments correctly
(particularly in the electronics businesses);
(viii) Sony’s ability to maintain product quality;
the effectiveness of Sony’s strategies and their execution, including
but not limited to the success of Sony’s
(ix) acquisitions, joint ventures and other strategic investments (in
particular the recent acquisition of Sony
Ericsson Mobile Communications AB);
(x) Sony’s ability to forecast demands, manage timely procurement and
control inventories;
(xi) the outcome of pending and/or future legal and/or regulatory
proceedings;
shifts in customer demand for financial services such as life
(xii) insurance and Sony’s ability to conduct
successful asset liability management in the Financial Services
segment;
the impact of unfavorable conditions or developments (including
(xiii) market fluctuations or volatility) in the
Japanese equity markets on the revenue and operating income of the
Financial Services segment;
risks related to catastrophic disasters or similar events, including
(xiv) the Great East Japan Earthquake and its
aftermath as well as the floods in Thailand;
the parties being unable to complete the proposed share exchange due
(xv) to failure to obtain the necessary
shareholder approval or any governmental approval for the proposed
transactions or for other reasons;
(xvi) difficulties in realizing the anticipated benefits of the share
exchange; and
(xvii) other events that may negatively impact business activities of Sony.
The factors listed above are not all-inclusive and further information is
contained in Sony’s latest annual report on Form 20-F, which is on file with
the U.S. Securities and Exchange Commission.
Registration Statement on Form F-4
Sony may file a registration statement on Form F-4 (“Form F-4”) with the SEC
in connection with the proposed share exchange by Sony for So-net shares. The
Form F-4 (if filed) will contain a prospectus and other documents. If Sony
files the Form F-4 and the SEC declares the Form F-4 effective, the prospectus
contained in the Form F-4 will be mailed to U.S. shareholders of So-net prior
to the shareholders’ meeting at which the proposed share exchange will be
voted upon. The Form F-4 and prospectus (if the Form F-4 is filed) will
contain important information about Sony, So-net, the relevant share exchange
and related matters including the terms and conditions of the share exchange.
U.S. shareholders of the subject company are urged to read the Form F-4, the
prospectus and other documents, as they may be amended from time to time, that
may be filed with the SEC in connection with the relevant share exchange
carefully before they make any decision at the shareholders’ meeting with
respect to the share exchange. The Form F-4, the prospectus and all other
documents filed with the SEC in connection with the proposed share exchange
will be made available when filed, free of charge, on the SEC’s web site at
www.sec.gov. In addition, upon request, the documents can be distributed free
of charge. To make a request, please refer to the following contact
information.
Yoshinori Hashitani Justin Hill
Vice President, Investor Relations Vice President, Investor
Division Relations
Sony Corporation Sony Corporation of America
1-7-1 Konan, Minato-ku, 550 Madison Avenue, 27th Floor
Tokyo, 108-0075, Japan New York, NY 10022-3211, USA
Tel: +81-(0)3-6748-2111 Telephone: +1-212-833-6722
Media inquiries:
Corporate Communications, Sony Corporation
Tel: +81 (0)3 6748 2200
PR & IR Section, Corporate Planning Dept., So-net Entertainment Corporation
Tel: +81 (0)3 5745 1522
Contact:
Sony Corporation
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