Softbank Corp 56ID Making eAccess Ltd. a Wholly-owned Subsidiary

  Softbank Corp (56ID) - Making eAccess Ltd. a Wholly-owned Subsidiary

RNS Number : 6793N
Softbank Corp
02 October 2012




                                                               October 1, 2012

                                                                             

                            Announcement of Making

    eAccess Ltd. a Wholly-owned Subsidiary of SOFTBANK CORP. Through Share
                                   Exchange

                                     And

       Business Alliance between SOFTBANK MOBILE Corp. and eAccess Ltd.



SOFTBANK CORP. ("SOFTBANK") and eAccess Ltd. ("eAccess") hereby announce  that 
both companies entered into an  agreement (the "Agreement") regarding a  share 
exchange (kabushiki  koukan)  (the  "Share Exchange")  whereby  SOFTBANK  will 
become the  sole  parent  company  of eAccess  and  eAccess  will  become  its 
wholly-owned subsidiary of SOFTBANK.

It is expected that  eAccess common shares will  be delisted from Tokyo  Stock 
Exchange, Inc. (the "Tokyo Stock Exchange")  in late February, 2013, prior  to 
the effective date of the Share Exchange, if the Share Exchange is implemented
with the approval at the general  meeting of shareholders and other  necessary 
procedures; provided, however, that the date  of delisting will be changed  if 
the effective date of  the Share Exchange is  changed by an agreement  between 
SOFTBANK and eAccess.

In  addition,  SOFTBANK  MOBILE  Corp.  ("SOFTBANK  MOBILE"),  a  consolidated 
subsidiary of SOFTBANK, and  eAccess hereby announce  that the both  companies 
have reached  a  framework  agreement  on  business  alliance  (the  "Business 
Alliance").





1. Purpose of the Share Exchange and Making eAccess a Wholly-owned Subsidiary



We aim to  establish a  structure which will  allow us  to combine  management 
resources effectively and efficiently, and  accelerate the penetration of  the 
mobile broadband service.

Our current  plan  is  that  eAccess  will  continue  to  operate  the  mobile 
communications business under  the "EMOBILE" brand  after the Share  Exchange, 
and we have no specific plan to  change the basic policy of eAccess'  business 
including the mobile communications  business and the fixed  telecommunication 
business at this moment.





2. Effects of Making eAccess a Wholly-owned Subsidiary



(1) Shared utilization of mobile communications network

SOFTBANK MOBILE, a consolidated subsidiary of SOFTBANK, and eAccess will share
mobile communications network resources. SOFTBANK MOBILE will provide eAccess
with access to its 900 MHz  network (Band8, operating band specified in  3GPP) 
and 2.1 GHz  network (Band1,  operating band  specified in  3GPP), which  will 
allow eAccess to provide the voice and data communications service in  broader 
areas. Meanwhile eAccess will provide SOFTBANK MOBILE with access to its  1.7 
GHz (Band3, operating  band specified in  3GPP) FDD LTE  network for the  data 
communications service, which will allow SOFTBANK  MOBILE to use both 2.1  GHz 
and 1.7 GHz for its FDD LTE service.



(2) Mutual collaboration on efficient operation of base station sites

SOFTBANK MOBILE and eAccess will conduct a study for the effective use of base
station sites for the shared networks, and share, newly build or transfer base
stations sites  where appropriate,  allowing SOFTBANK  MOBILE and  eAccess  to 
expand our service coverage more quickly and to decrease capital  expenditures 
and maintenance costs.



(3) Creation of synergies

a) Enhancement of sales force

The number of retailers of SOFTBANK  MOBILE was approximately 7,000 as of  the 
end of August 2012, and the  number of retailers of eAccess was  approximately 
2,000 as of the end of August 2012. Products and services of SOFTBANK  MOBILE 
and eAccess  will  be available  at  both retailers.  In  addition,  SOFTBANK 
TELECOM Corp., a  corporate sales force  of the SOFTBANK  Group, will  provide 
products and services of eAccess (under "EMOBILE" brand). Improvement of both
services' competitiveness is expected through the shared utilization of mobile
communications networks, leading  to the  enhancement of the  sales force  and 
expansion of the customer base.

b) Reduction of mobile device procurement costs

An  increase  of  mobile  device  sales  is  expected  by  the  abovementioned 
enhancement of sales, which will also lead to an increase of procurement units
and  joint  procurement,  providing  the  opportunity  for  procurement   cost 
reduction through volume purchase.

c) Sharing of backbone network

We will  aim to  reduce costs  by sharing  eAccess' backbone  network for  the 
mobile communications and  ADSL services,  and the  SOFTBANK Group's  backbone 
network.





3. Outline of Share Exchange



(1) Schedule of Share Exchange

September 28, 2012            Resolution at  the Board  of Directors'  meeting 
                              (SOFTBANK)
October 1, 2012               Resolution at  the Board  of Directors'  meeting 
                              (eAccess)
October 1, 2012               Execution of the Agreement (SOFTBANK, eAccess)
February 22, 2013 (tentative) Final day of share trading (eAccess)
February 25, 2013 (tentative) Date of delisting (eAccess)
February 28, 2013 (tentative) Effective date of the Share Exchange



The Share Exchange is planned to  be conducted as a simplified share  exchange 
under Article 796, Paragraph 3, of  the Companies Act, which does not  require 
approval of the general meeting of shareholders of SOFTBANK, while it requires
approval of the general meeting of  shareholders of eAccess which is  expected 
to be held around January 2013. We will promptly announce the specific  dates 
for the procedures of the Share Exchange once they are decided.

The abovementioned schedule  is subject  to change upon  an agreement  between 
SOFTBANK and eAccess.

Note 1: The  implementation of the  Share Exchange will  be subject to  (i) 
approval at the general meeting of shareholders of eAccess, (ii) if  required, 
approval at  the  general  meeting  of shareholders  of  SOFTBANK,  (iii)  the 
completion of filing procedures required under the Anti Monopoly Act of  Japan 
(including the circumstance where the Fair  Trade Commission has not made  any 
pre-notification of a  cease and  desist order  by the  Fair Trade  Commission 
pursuant to the Anti Monopoly Act or any motion for an urgent suspension order
pursuant to the  Anti Monopoly  Act, and  where the  statutory waiting  period 
under the Anti Monopoly Act has expired), and (iv) if required, the completion
of any applicable procedures under anti monopoly laws in foreign jurisdictions
including pre-filing requirements.



(2) Method of Share Exchange

SOFTBANK will  become the  sole parent  company of  eAccess and  eAccess  will 
become the wholly owned subsidiary of SOFTBANK upon the Share Exchange.



(3) Details of Allotment upon Share Exchange

Upon the Share Exchange, SOFTBANK will deliver to each shareholder of  eAccess 
(other than SOFTBANK) who  is recorded in the  shareholder registry as of  the 
point in  time immediately  preceding the  acquisition of  all of  the  issued 
shares of  eAccess by  SOFTBANK  through the  Share  Exchange, the  number  of 
SOFTBANK common shares calculated by  multiplying the total number of  eAccess 
common shares  held by  the relevant  shareholder, by  the Exchange  Rate  (as 
defined  below),  in  exchange  for  eAccess  shares  held  by  the   relevant 
shareholder; provided, however, that (i)  with regard to the shareholders  who 
exercised appraisal  rights  attached  to  the eAccess  shares  held  by  such 
shareholders pursuant to  Article 785  of the Companies  Law, SOFTBANK  shares 
will be delivered to  eAccess in place  of such shareholders  and (ii) if  the 
number of  shares  that shall  be  delivered  to a  shareholder  includes  any 
fraction less than one (1) share, SOFTBANK shall pay to such shareholder money
calculated in  accordance with  Article 234  of the  Companies Law,  with  any 
fraction less than one (1) yen being rounded up to the nearest yen.

The "Exchange Rate" shall mean 16.74, which is the ratio obtained by  dividing 
52,000 yen (that is considered as the  appraisal value of the common stock  of 
eAccess) by 3,108 yen (the "Base Price")  (that is the average of the  closing 
price of regular trading of  the common stock of  SOFTBANK on the Tokyo  Stock 
Exchange during  the three  (3) months  prior  to the  execution date  of  the 
Agreement, with any fraction  less than one  (1) yen being  rounded up to  the 
nearest yen); provided, however, that, if the average of the closing price  of 
regular trading the common  stock of SOFTBANK on  the Tokyo Stock Exchange  on 
each of the 10 trading  days after (and excluding)  the execution date of  the 
Agreement with any fraction  less than one  (1) yen being  rounded up to  the 
nearest yen (the "Base Price After  Public Announcement") is less than 85%  of 
the Base Price, the Exchange Rate shall  be adjusted to the ratio obtained  by 
dividing 52,000 yen by the Base Price After Public Announcement (rounded up to
two decimal places).

Although SOFTBANK plans,  in principle,  to issue  shares of  common stock  of 
SOFTBANK as  consideration  for  the  Stock Exchange,  SOFTBANK  may  use  its 
treasury stock as the consideration, in whole  or in part, at the time of  the 
Share Exchange.

The total number  of SOFTBANK  common shares to  be delivered  upon the  Share 
Exchange may be changed due to  the adjustment of the Exchange Rate  described 
above, exercise of stock acquisition rights (including those attached to bonds
with stock acquisition rights) of eAccess by holders of such rights and  other 
reasons. As such it has not been fixed at this moment.

Note1:  Handling of Shares Less Than One Unit

Shareholders who acquire shares less than one (1) unit of SOFTBANK shares as a
result of the Share Exchange may take the following procedures with respect to
the SOFTBANK shares.

Purchase of shares less than one (1) unit by SOFTBANK, by which a  shareholder 
who holds shares less  than one (1)  unit of SOFTBANK  shares may demand  that 
SOFTBANK purchase those shares in accordance with Article 192 of the Companies
Law.

Note2:  Treatment of a Fraction of Less than One Share

If the number of shares that shall  be delivered to a shareholder (other  than 
SOFTBANK) includes any fraction  less than one (1)  share, SOFTBANK shall  pay 
money in the amount equivalent to  such fraction of share, with any  fraction 
less than one (1) yen being rounded up to the nearest yen, to such shareholder
pursuant to Article 234 of the Companies Law.



(4) Handling of  Stock Acquisition  Rights and Bonds  with Stock  Acquisition 
Rights upon Share Exchange

Handling of stock  acquisition rights  issued by  eAccess is  provided in  the 
Agreement as described below.

SOFTBANK shall, upon  the Share Exchange,  deliver to the  holders of  eAccess 
stock acquisition rights (excluding the  stock acquisition rights attached  to 
Convertible Bonds due 2016) that remain and  are not exercised as of the  time 
immediately preceding  the  time when  the  Share Exchange  takes  effect,  in 
exchange for such stock acquisition rights, SOFTBANK stock acquisition  rights 
that have the  same economic  value as the  holders would  receive if  eAccess 
purchased such stock acquisition  rights in cash at  a fair value just  before 
the  closing  of   the  Share   Exchange,  taking  the   Exchange  Rate   into 
consideration.

If approval of the Agreement at the general meeting of shareholders of eAccess
necessary for  the Share  Exchange is  obtained, eAccess  will redeem  all  of 
Convertible Bonds due 2016 (bonds with  stock acquisition rights) on or  prior 
to the effective date of the Share Exchange in accordance with their terms and
conditions, and SOFTBANK will cooperate in financing for such redemption.





4. Grounds for Calculation of Exchange Ratio in Share Exchange



(1) Basis of Calculation

The Exchange Rate is described in 3. (3) above.

As described in 2. above, SOFTBANK believes that the Business Alliance between
SOFTBANK MOBILE, a  consolidated subsidiary of  SOFTBANK, and eAccess  creates 
synergies such as the expansion of customer base through utilization of mobile
communications network held by eAccess,  effective operation of base  stations 
and enhancement of sales force, as well as cost reduction in the  procurement 
of mobile terminals and backbone network sharing.

eAccess believes that, after the  Share Exchange, the Business Alliance  with 
SOFTBANK MOBILE,  a consolidated  subsidiary of  SOFTBANK as  described in  2. 
above, will  allow them  to secure  steady revenue  from enhanced  sale  force 
utilizing 900 MHz and 2.1 GHz network held by SOFTBANK MOBILE and provision of
eAccess's 1.7  GHz  FDD LTE  network  to SOFTBANK  MOBILE,  providing  further 
improvement of eAccess's enterprise value for eAccess shareholders. With  the 
Stock Exchange,  the  share  of  eAccess will  be  delisted,  however  eAccess 
shareholders will receive SOFTBANK shares  in exchange which will include  the 
enterprise value considering  the effect of  the Business Alliance,  therefore 
eAccess shareholders will be able  to maintain their investment including  the 
Business Alliance.

The closing price of the common stock  of eAccess as of September 28, 2012  is 
15,070 yen. SOFTBANK and eAccess determined the appraisal value of the common
stock of  eAccess  through  mutual  consultation,  taking  into  comprehensive 
consideration the current share prices of  eAccess, as well as (i) the  mobile 
communications network  held  by  eAccess,  (ii) the  customer  base  held  by 
eAccess, and (iii) synergies that are  expected to be generated together  with 
SOFTBANK MOBILE.

The number  of  cumulative  subscribers  for the  mobile  service  of  eAccess 
(including the LTE service)  reached at 4.2  million as of  the end of  August 
2012. The number of cumulative subscribers for the mobile service of SOFTBANK
MOBILE reached at 30.14 million as of the end of August 2012.

To ensure  the fairness  and  appropriateness upon  calculation of  the  share 
exchange ratio, SOFTBANK and eAccess decided to separately engage  independent 
financial advisors  to the  financial analysis  on the  share exchange  ratio. 
SOFTBANK appointed  Mizuho Securities  Co.,  Ltd. ("Mizuho  Securities")  and 
PLUTUS CONSULTING Co., Ltd. ("PLUTUS Consulting"). eAccess appointed Goldman
Sachs Japan  Co.,  Ltd.  ("Goldman  Sachs"). The  outline  of  the  financial 
analysis conducted  by  these financial  advisors  with regard  to  the  share 
exchange ratio  set  out in  the  Agreement is  described  in Exhibit  1  "The 
Overview of the Financial Analyses regarding  the Stock Exchange Ratio by  the 
Respective Financial Advisors".



(2) Background to Calculation

Each of  SOFTBANK  and  eAccess has  taken  into  comprehensive  consideration 
various factors including the financial condition, assets, future prospects of
its business  and performance  of each  party, while  SOFTBANK refers  to  the 
financial analysis on the share exchange  ratio made by Mizuho Securities  and 
PLUTUS Consulting, and eAccess refers to  the financial analysis on the  share 
exchange ratio made by Goldman Sachs. Both parties then carefully deliberated
and negotiated on the share exchange ratio. As a result, today, SOFTBANK  and 
eAccess have come to the conclusion that the share exchange ratio described in
3. (3) "Details  of Allotment upon  Share Exchange" of  this press release  is 
appropriate, and agreed upon the share exchange ratio.



(3) Relationship with Financial Advisors

Both  Mizuho  Securities  and  PLUTUS  Consulting  as  financial  advisors  of 
SOFTBANK, are  independent from  SOFTBANK,  do not  fall under  the  concerned 
parties of SOFTBANK,  and do  not have any  special interest  which should  be 
noted in regard to the Share Exchange.

Certain affiliates of Goldman Sachs, which is acting as a financial adviser of
eAccess, hold an  aggregate of  1,057,168 shares  of common  stock of  eAccess 
(equivalent to approximately 30.5 percent of the issued and outstanding shares
of common stock of eAccess), one officer  of Goldman Sachs is a member of  the 
eAccess board of directors, and one officer of Goldman Sachs or its affiliates
is  a  member  of  the  Softbank  board  of  directors.  Goldman  Sachs  also 
established the Chinese walls designed to cause its financial advisory team to
act independently  from  the  Goldman Sachs  affiliates  holding  the  eAccess 
shares.



(4) Expectation of and Reasons for Delisting

Upon the  Share Exchange,  eAccess will  become a  wholly-owned subsidiary  of 
SOFTBANK as of the effective date of the Share Exchange. We will announce the
specific dates  for  the procedures  of  the  Share Exchange,  once  they  are 
decided.

While eAccess  shares are  listed on  the  first section  of the  Tokyo  Stock 
Exchange, it is expected that eAccess  shares will be delisted upon the  Share 
Exchange, following prescribed procedures  pursuant to the Securities  Listing 
Regulations of the Tokyo Stock Exchange. eAccess shares will not be traded on
the Tokyo Stock Exchange after the delisting.

Upon the Share Exchange,  eAccess shareholders will  receive, in exchange  for 
their eAccess shares,  SOFTBANK common  shares which  are also  listed on  the 
first section of the Tokyo Stock Exchange. 

We think  that  we  can  provide  liquidity  of  shares  continuously  to  the 
shareholders who  are allotted  100  shares (equivalent  to  one (1)  unit  of 
SOFTBANK shares) or  more of SOFTBANK  common stock upon  the Share  Exchange, 
since SOFTBANK shares allotted to eAccess shareholders upon the Share Exchange
are listed on the Tokyo Stock Exchange  and can be traded on the stock  market 
even after the Share Exchange.

Though the shareholders who are allotted  less than 100 shares (equivalent  to 
one (1)  unit of  SOFTBANK shares)  of SOFTBANK  common stock  upon the  Share 
Exchange can  not sell  such shares  on  the Tokyo  Stock Exchange,  they  can 
utilize SOFTBANK's  purchase program  of  shares less  than  one (1)  unit  of 
SOFTBANK shares if they want. Please refer to Note 1 in 3.(3) above regarding
its details. In addition, please refer to Note 2 in 3. (3) above with  regard 
to the details of handlings in case  where the number of shares that shall  be 
delivered to a shareholder includes any fraction less than one (1) share.



(5) Measures to Ensure Fairness

SOFTBANK obtained from  Mizuho Securities  an opinion dated  October 1,  2012, 
stating that, based on certain conditions including those described in Exhibit
1, the  agreed  share  exchange  ratio is  appropriate  for  SOFTBANK  from  a 
financial perspective (so called "fairness opinion"), as well as the financial
analysis with regard  to the  share exchange ratio  mentioned above.  eAccess 
obtained from Goldman Sachs  an opinion dated October  1, 2012, stating  that, 
based on certain conditions including those described in Exhibit 1, the agreed
share exchange ratio is  appropriate or fair  for eAccess shareholders  (other 
than SOFTBANK  and its  affiliates) from  a financial  perspective (so  called 
"fairness opinion"), as  well as  the financial  analysis with  regard to  the 
share  exchange   ratio   mentioned   above.  eAccess   obtained   from   UBS 
SecuritiesJapan  Co.,  Ltd.  an  opinion   stating  that,  based  on   certain 
conditions, the agreed share exchange ratio is appropriate or fair for eAccess
shareholders (other  than  SOFTBANK  and  its  affiliates)  from  a  financial 
perspective (so called "fairness opinion").

SOFTBANK appointed Mori Hamada & Matsumoto  as its legal advisor, and  eAccess 
appointed Anderson Mori  & Tomotsune and  Nagashima Ohno &  Tsunematsu as  its 
legal advisors.  Both parties  obtained legal  advice from  their  respective 
legal advisors with regard to appropriate procedures of the Share Exchange and
the method and process for their decision making.



(6) Measures to Avoid Conflicts of Interest

Both parties  do not  have  any personnel  relationship  such as  dispatch  of 
directors to each other. Therefore, as no conflict of interest arises between
SOFTBANK and  eAccess, both  parties  have not  taken  any measures  to  avoid 
potential conflicts of interest.

Among directors  of eAccess,  Dr. Sachio  Semmoto  and Mr.  Eric Gan  did  not 
participate in the discussion or vote at the meeting of the board of directors
of eAccess, since there are concerns  that they have special interests in  the 
execution  of  the  Agreement  in  view  of  the  relationship  with   eAccess 
shareholders.





5. Outline of Parties to Share Exchange



                       Sole parent company upon     A wholly-owned subsidiary
                            share exchange             upon share exchange
(1) Name            SOFTBANK CORP.                eAccess Ltd.
(2) Address         1-9-1      Higashi-Shimbashi, 10-1, Toranomon 2-chome
                     Minato-ku, Tokyo              Minato-ku, Tokyo
(3) Name and  title Mr. Masayoshi  Son,  Chairman Dr.     Sachio      Semmoto, 
of representative    and CEO                       Representative  Director  & 
                                                   Chairman

(4)        Business Pure holding company          Broadband  IP  Communication 
description                                        Service
(5) Paid-in capital JPY 213,797 million           JPY 18,500 million
(6) Founded         September 3, 1981             November 1, 1999
(7) Shares issued   1,107,728,781shares           3,465,180 shares
(8) Financial close March 31                      March 31
(9) Number of       Consolidated: 22,710          Consolidated: -
employees
                     Standalone: 175               Standalone: 1,196
(as of March 31,
2012)
(10) Main  suppliers Apple, Ericsson, Sharp        Huawei  Technologies   Japan 
                                                   K.K, Ericsson Japan
(11) Main financing  Mizuho Corporate Bank, Ltd.   Mizuho Bank, Ltd.
banks
(12) Principal       Masayoshi Son   20.92%     GS TK Holdings III GK   
shareholders and                                      25.30%
percentage           Japan Trustee Services Bank,
                     Ltd.        8.97%    MLPFS Custody Account 
(as of March 31,
2012)                JP Morgan Chase Bank 380055   6.09%
                        5.55%
                                                   GS TK Holdings I GK     
                     The Master Trust Bank of        4.56%
                     Japan, Ltd.       4.21%
                                                   Nomura  International   Hong 
                     State Street Bank and Trust   Kong                 Limited 
                     Company      2.86%      (F5-108)       
                                                    
                     Trust & Custody Services
                     Bank, Ltd. 2.02%   3.21%

                                                   State Street Bank and  Trust 
                                                   Company   3.01%
(13)          Capital          N/A
Relationship between relationship
SOFTBANK and eAccess Personnel        N/A
                     relationship
                     Business         SOFTBANK  MOBILE   uses  highspeed   data 
                     relationship     communication network of eAccess as  MVNO 
                                      (mobile virtual network operator).
                     Status   as    a N/A
                     Related Party
(14) Financial results of past 3 years
             SOFTBANK CORP. (consolidated)             eAccess Ltd.
Financial      March     March     March    March 2010    March    March 2012
close          2010      2011      2012    (consolidated) 2011(*)  (standalone)
Sales        2,763,406 3,004,640 3,202,435         83,067  181,541      204,743
EBITDA         787,630   930,729 1,013,716         26,555   58,249       62,504
Operating      465,871   629,163   675,283         19,151   14,967       24,441
income
Ordinary       340,997   520,414   573,651         10,828    5,088       12,184
income
Net income      96,716   189,712   313,752          4,148   14,565       15,156
Net asset      963,971   879,618 1,435,640         13,155        -       86,371
Total asset  4,462,875 4,655,725 4,899,705         86,864        -      352,312
Net    asset    434.74    572.14    852.69       6,981.37        -    24,190.80
per    share 
(JPY)
Net   income     89.39    175.28    285.78       2,762.06 4,765.51     4,320.98
per    share 
(JPY)
Dividend per      5.00      5.00     40.00          2,400    2,400          800
share  (JPY) 
(common              
share)

(Unit: JPY million (excluding net asset  per share, net incomer per share  and 
dividend per share)

Note: eAccess conducted a share exchange whereby EMOBILE Ltd. became the
wholly owned subsidiary  of eAccess  effective as of  July 1,  2010, and  then 
eAccess  merged  with  EMOBILE  Ltd.  so  that  eAccess  had  no  consolidated 
subsidiary and did not make  the consolidated balance sheet. Accordingly,  it 
does not state "net asset", "total asset"  or "net asset per share" above  for 
the fiscal year ending in March 2011. In addition, the figures for the fiscal
year ending in March 2011 described above are calculated by consolidating  the 
business performance of  EMOBILE Ltd.  for the period  from April  1, 2010  to 
March 30, 2011 and that of eAccess for  the 9 months period from July 1,  2010 
to March 31, 2011.



                                                                             

6. Status after the Share Exchange



                                                Sole Parent Company
(1) Name                             SOFTBANK CORP.
(2) Address                          1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo
(3) Name and title of representative Masayoshi Son, Chairman & CEO


(4) Business description             Pure holding company
(5) Paid-in capital                  Not determined at this moment.
(6) Financial close                  March 31
(7) Net asset                        Not determined at this moment.
(8) Total asset                      Not determined at this moment.





7. Outline of accounting treatment



The Share Exchange  is expected to  be treated as  an "acquisition" under  the 
Japanese Accounting Standards for  Business Combinations. Goodwill  resulting 
from the Share  Exchange is therefore  expected, but  the value is  yet to  be 
determined.





8. Future outlook



We will announce the specific dates  for the procedures of the Share  Exchange 
and the impact of the  Share Exchange on the  financial results once they  are 
fixed.





9. Business alliance



SOFTBANK MOBILE, a  subsidiary of  SOFTBANK, and eAccess  reached a  framework 
agreement of  the  Business  Alliance today.  SOFTBANK  MOBILE  will  provide 
eAccess with 900 MHz  and 2.1 GHz network,  and eAccess will provide  SOFTBANK 
MOBILE with 1.7 GHz FDD LTE network. Usage charge of network, and other terms
and conditions  of the  Business  Alliance are  to  be determined  after  the 
discussion by both companies, and the impacts on the financial results to both
companies are yet to be determined.





(Reference) Financial result forecast and actual of the previous period

(1) SOFTBANK (consolidated)

                                                                 (JPY million)

                      Sales   Operating income Ordinary income Net income
           Forecast         -                -               -          -

(ending March 2013)
             Actual 3,202,435          675,283         573,651    313,752

 (ended March 2012)

The SOFTBANK  Group  continues to  focus  on network  expansion  and  customer 
acquisition of the mobile communications  business for the fiscal year  ending 
March 2013. Such efforts will cause an increase in cost, however with a steady
increase in customer base, it is expected that sales and operating income will
exceed the level  of the fiscal  year ended March  2012, and operating  income 
will exceed JPY 700 billion.



(2) eAccess (standalone)

                                                            (JPY million)

                     Sales  Operating income Ordinary income Net income
           Forecast 250,000           26,000          15,000     13,500

(ending March 2013)
             Actual 204,743           24,441          12,184     15,156

 (ended March 2012)

                                                                     Exhibit 1

                    The Overview of the Financial Analyses
   Regarding the Stock Exchange Ratio by the Respective Financial Advisors

1. The Overview of the Financial Analyses by Financial Advisor of SoftBank



(1) Mizuho Securities Co., Ltd.

Mizuho Securities  Co.,  Ltd.  ("Mizuho  Securities")  performed  Analysis  of 
Historical Share Prices to  calculate the price range  of the common stock  of 
Softbank since it is listed  in a stock exchange and  has a market price  with 
abundant liquidity due to its large-sized market capitalization. In performing
Analysis of Historical Share Prices, Mizuho Securities reviewed 1) the closing
stock price on September 28, 2012 (the "Record date"); 2) the average  closing 
stock price during the  month before the Record  Date; 3) the average  closing 
stock price during the three months before the Record Date; and 4) the average
closing stock price during the six months before the Record Date.



Mizuho Securities performed  Analysis of Historical  Share Prices,  Comparable 
Companies Analysis, and Discounted Cash  Flow Analysis to calculate the  price 
range of the  common stock of  eAccess. In performing  Analysis of  Historical 
Share Prices,  Mizuho  Securities  reviewed  1) the  closing  stock  price  on 
September 28, 2012  (the "Record date");  2) the average  closing stock  price 
during the month before  the Record Date; 3)  the average closing stock  price 
during the three  months before the  Record Date; and  4) the average  closing 
stock price  during the  six  months before  the  Record Date.  The  financial 
projections (included the profit plan) with which Mizuho Securities  performed 
Discounted Cash Flow Analysis, includes  some fiscal years with a  significant 
increase in profit mainly due to sales unit increase generated by strengthened
sales forces and cost reduction through the shared use of backborn networks.



The calculated ranges of the exchange ratio based on each method are as  shown 
below. The calculated ranges of exchange ratio show the range of the number of
shares of Softbank's common stock that are to be allotted for one share of the
common stock of eAccess.



       Analysis Method        Calculated Range of Exchange Ratio
Analysis of Historical Price            4.72 - 5.27
Comparable Companies Analysis           2.57 - 6.65
Discounted Cash Flow Analysis          15.55 - 22.71



Mizuho Securities has used the  information provided by Softbank, in  addition 
to publicly available information, to conduct its analysis. Mizuho  Securities 
has not conducted any independent verification of the accuracy or completeness
of this  information, but  rather  has assumed  that  all such  materials  and 
information are  accurate  or  complete  and  that  there  is  no  undisclosed 
information that  would  have  a  significant impact  on  the  exchange  ratio 
analysis.  In  addition,  Mizuho  Securities  has  not  made  any  independent 
evaluation or assessment  of the assets  or liabilities (including  contingent 
liabilities) of either party, their subsidiaries or their affiliates, nor  has 
Mizuho Securities independently analyzed or assessed each individual asset  or 
liability.  Mizuho  Securities   calculated  the  exchange   ratio  based   on 
information and economic conditions  up to and as  of September 28, 2012,  and 
Mizuho Securities assumes that the financial projections (including the profit
plan and other information) have been rationally prepared on the basis of  the 
best possible estimates and judgment currently available.



Mizuho Securities, the  financial advisor for  Softbank calculating the  share 
exchange ratio, is not a related party of either Softbank or eAccess, and  has 
no material interest in the share exchange contemplated in this document.



(2) Plutus Consulting

Plutus Consulting applied the market price standard method in consideration of
the fact that both companies' common shares have a market price, the  analysis 
of comparable companies  and the  discounted cash  flow (DCF)  method for  the 
common shares of eAccess. The following is the calculation range for the share
exchange ratios obtained  from each calculation  methodologies, assuming  that 
the value of one share of Softbank is one.



Calculation Method            Range of Calculated Exchange Ratios
Market Price Standard         4.583-5.335
Comparable Companies Analysis 2.728-6.134
DCF method                    13.502-19.072



The valuation date was set  at September 30, 2012,  and the figures used  were 
the closing prices on  the First Section  of the Tokyo  Stock Exchange on  the 
valuation date and the average closing prices for the periods one month, three
months and six months before the valuation date.



In  calculating  the  Share  Exchange  Ratio,  Plutus  Consulting  relied   on 
information provided by Softbank as well as information generally available to
the public.  Plutus  Consulting has  assumed  that all  such  information  and 
materials are  accurate  and complete  and  has therefore  not  conducted  any 
independent investigation  to  verify the  accuracy  of such  information  and 
materials. Plutus Consulting has not  conducted any analysis or evaluation  of 
the assets and liabilities of the parties or their related parties  (including 
off-balance sheet assets  and liabilities, and  other contingent  liabilities) 
and has not conducted, nor requested any third-party financial institution  to 
conduct,  any  independent   valuation  or  appraisal   of  such  assets   and 
liabilities. Further, Plutus Consulting worked  under the assumption that  the 
financial forecast provided by  Softbank was produced  in a reasonable  manner 
using the best available  information and judgment at  the times the  forecast 
was made. The Share Exchange  Ratio calculation provided by Plutus  Consulting 
is based on such information provided as of September 30, 2012.



It is noted that the financial plan provided by Softbank to Plutus  Consulting 
as the basis of calculations in  connection with the DCF method, fiscal  years 
with significant increases in profit are included. This is mainly due to sales
unit increase  generated  by  strengthened sales  forces  and  cost  reduction 
through the shared use of backborn networks.



2. The Overview of the Financial Analyses by Financial Advisor of eAccess



Goldman Sachs,  as  part of  the  process  of preparing  its  written  opinion 
referred to in Item 4.5 (Measures to Ensure Fairness), performed a  historical 
stock price analysis, comparable companies analysis, and discounted cash  flow 
("DCF") analyses,  which  DCF  analyses were  based  upon  publicly  available 
information  and  financial  projections  for  eAccess  prepared  by  eAccess' 
management, as approved  for Goldman  Sachs' use by  eAccess, and  a range  of 
perpetuity growth rates or multiples.  The results of the respective  analyses 
are shown below. The below ranges of the stock exchange ratio are for a number
of shares of  common stock  of SoftBank ("SoftBank  Shares") to  be issued  in 
exchange  for  one  share  of  eAccess  common  stock  ("eAccess  Share").  In 
performing the stock price analysis, Goldman Sachs used September 28, 2012  as 
the base date, and reviewed the high and low closing market prices of  eAccess 
during the 52-week period ending on the base date as a basis for the analysis.
No fiscal  year in  the financial  projections  for eAccess  used in  the  DCF 
analyses assumes any significant increase or decrease in profits. No  company 
used in  the  comparable  companies  analysis  as  a  comparison  is  directly 
comparable to eAccess.

Goldman  Sachs  provided  its  advisory  services  and  the  opinion  for  the 
information and assistance of the Board of Directors of eAccess in  connection 
with its consideration of the  transaction contemplated by the Stock  Exchange 
Agreement  (the  "Transaction")  and  such  opinion  does  not  constitute   a 
recommendation as to how any holder of eAccess should vote with respect to the
Transaction or any other matter. Goldman Sachs did not recommend any  specific 
stock exchange ratio to eAccess or its Board of Directors or that any specific
stock exchange ratio  constituted the only  appropriate stock exchange  ratio. 
The opinion was  approved by  a fairness committee  of Goldman  Sachs and  its 
affiliates. Please refer to Note 1 below which sets forth in more detail,  the 
assumptions made, procedures followed,  matters considered and limitations  on 
the review undertaken.

             Methodology               Range of the stock exchange ratio
         Stock Price Analysis                    3.92 ~ 7.07
    Comparable Companies Analysis               0.22 ~ 16.87
DCF Analysis (perpetuity growth rates)          6.42 ~ 15.60
       DCF Analysis (multiples)                 7.10 ~ 18.01





Goldman Sachs  also prepared  an  accretion/dilution analysis.  Goldman  Sachs 
reviewed and considered such analyses as a whole in preparing its opinion  and 
did not attribute any particular weight  to any factor or analysis  considered 
by it. Goldman Sachs' analyses and opinion are necessarily based on economic,
monetary, market and  other conditions as  in effect on,  and the  information 
made available  to Goldman  Sachs as  of October  1, 2012,  and Goldman  Sachs 
assumes no responsibility for updating, revising or reaffirming its opinion or
analyses based on circumstances, developments  or events occurring after  such 
date. Goldman  Sachs  assumed  with eAccess'  consent  that  certain  internal 
financial analyses and forecasts for eAccess have been reasonably prepared  on 
a basis reflecting the best currently available estimates and judgments of the
management of eAccess. Except as otherwise noted, the quantitative information
used in Goldman Sachs' financial analyses, to the extent it is based on market
data, is based on market  data as it existed on  or before September 28,  2012 
and is not necessarily indicative of current market conditions.



(Note 1) Goldman  Sachs and its  affiliates (for the  purposes of this  note, 
collectively, "Goldman  Sachs")  are  engaged  in  commercial  and  investment 
banking and financial advisory services,  market making and trading,  research 
and investment  management  (both  public and  private  investing),  principal 
investment, financial planning, benefits counseling, risk management, hedging,
financing,  brokerage  activities  and   other  financial  and   non-financial 
activities and services for various  persons and entities. Goldman Sachs,  and 
funds or other entities in which they invest or with which they co-invest, may
at any  time  purchase,  sell,  hold  or vote  long  or  short  positions  and 
investments in securities, derivatives, loans, commodities, currencies, credit
default swaps and  other financial  instruments of eAccess,  Softbank, any  of 
their respective affiliates and  third parties, or  any currency or  commodity 
that may be  involved in the  transaction contemplated by  the Agreement  (the 
"Transaction") for the accounts of Goldman Sachs and their customers. Goldman
Sachs has acted as financial advisor  to eAccess in connection with, and  have 
participated in  certain  of the  negotiations  leading to,  the  Transaction. 
Goldman Sachs expects to receive fees for its services in connection with  the 
Transaction, the principal portion of which is contingent upon consummation of
the Transaction, and eAccess has  agreed to reimburse Goldman Sachs'  expenses 
arising, and indemnify it against certain  liabilities that may arise, out  of 
its engagement. Goldman Sachs has provided certain investment banking services
to eAccess  and its  affiliates from  time to  time for  which Goldman  Sachs' 
Investment Banking  Division  has  received, and  may  receive,  compensation, 
including having acted as structuring agent with respect to the refinancing of
a  ¥178,800,000,000  senior  credit  facility  of  eMobile,  a  wholly   owned 
subsidiary of  eAccess,  in  March  2011 and  co-manager  of  an  offering  of 
eAccess's 8.250 percent senior notes  due 2018 (aggregate principal amount  of 
$420,000,000) and 8.375  percent senior  notes due  2018 (aggregate  principal 
amount of  €200,000,000),  in March  2011.  Goldman Sachs  has  also  provided 
certain investment banking services to  Softbank and its affiliates from  time 
to time. It  may also  in the future  provide investment  banking services  to 
eAccess, Softbank and  their respective  affiliates for  which Goldman  Sachs' 
Investment Banking Division may receive compensation. In addition, certain  of 
Goldman Sachs'  affiliates  hold  an aggregate  of  1,057,168  eAccess  Shares 
(representing approximately 30.5 percent of the issued and outstanding eAccess
Shares), an  officer  of Goldman  Sachs  is a  member  of eAccess's  Board  of 
Directors and an officer of Goldman Sachs  is a member of Softbank's Board  of 
Directors.



In connection  with this  opinion,  Goldman Sachs  has reviewed,  among  other 
things, the Agreement; the Annual Securities Reports (Yuka Shoken Houkoku-Sho)
and Annual Reports  to Stockholders of  each of eAccess  and Softbank for  the 
five  fiscal  years  ended  March   31,  2012;  certain  interim  reports   to 
stockholders and the Semi-Annual Reports (Shihanki Houkoku-Sho) of eAccess and
Softbank; certain  other communications  from eAccess  and Softbank  to  their 
respective stockholders; certain publicly  available research analyst  reports 
for Softbank, as approved  for Goldman Sachs' use  by eAccess (the  "Softbank 
Analyst Reports");  certain publicly  available research  analyst reports  for 
eAccess; and certain  internal financial  analyses and  forecasts for  eAccess 
prepared by its management, as approved for use by eAccess (the  "Forecasts"). 
Goldman Sachs has also held discussions with members of the senior  management 
of eAccess regarding their assessment of the strategic rationale for, and  the 
potential benefits  of, the  Transaction  and the  past and  current  business 
operations, financial  condition  and future  prospects  of eAccess  and  with 
members of senior  management of  Softbank regarding their  assessment of  the 
current business  operations,  financial  condition and  future  prospects  of 
Softbank and the  Softbank Analyst  Reports; reviewed the  reported price  and 
trading activity for the eAccess Shares and Softbank Shares; compared  certain 
financial and stock market information  for eAccess and Softbank with  similar 
information for certain other companies  the securities of which are  publicly 
traded; reviewed the financial terms  of certain recent business  combinations 
in the  mobile  and  fixed-line  telecommunication  industries  and  in  other 
industries; and performed such other studies and analyses, and considered such
other factors, as Goldman Sachs deemed appropriate.



For purposes  of rendering  this opinion,  Goldman Sachs  has, with  eAccess's 
consent, relied upon and assumed the  accuracy and completeness of all of  the 
financial, legal, regulatory, tax,  accounting and other information  provided 
to, discussed  with  or  reviewed  by, Goldman  Sachs,  without  assuming  any 
responsibility for independent verification thereof. In that regard,  Goldman 
Sachs has  assumed  with  eAccess's  consent  that  the  Forecasts  have  been 
reasonably prepared  on  a  basis  reflecting  the  best  currently  available 
estimates and judgments of the management  of eAccess. Goldman Sachs has  not 
made an  independent evaluation  or appraisal  of the  assets and  liabilities 
(including any contingent,  derivative or other  off-balance-sheet assets  and 
liabilities) of eAccess or  Softbank or any  of their respective  subsidiaries 
and Goldman  Sachs  has  not  been  furnished  with  any  such  evaluation  or 
appraisal. Goldman  Sachs has  assumed that  all governmental,  regulatory  or 
other consents and approvals necessary for the consummation of the Transaction
will be obtained without any adverse effect  on eAccess or Softbank or on  the 
expected benefits of the Transaction in  any way meaningful to its  analysis. 
Goldman Sachs also has assumed that the Transaction will be consummated on the
terms set forth in  the Agreement, without the  waiver or modification of  any 
term or condition the effect  of which would be in  any way meaningful to  its 
analysis.



Goldman Sachs' opinion does  not address the  underlying business decision  of 
eAccess  to  engage  in  the  Transaction,  or  the  relative  merits  of  the 
Transaction as compared to any strategic alternatives that may be available to
eAccess; nor does it address any legal, regulatory, tax or accounting matters.
This opinion addresses only the fairness from a financial point of view to the
holders (other than Softbank and its affiliates) of eAccess Shares, as of  the 
date thereof, of the Exchange Ratio  pursuant to the Agreement. Goldman  Sachs 
does not express any view on, and Goldman Sachs' opinion does not address, any
other term or aspect of the Agreement or Transaction or any term or aspect  of 
any other agreement  or instrument  contemplated by the  Agreement or  entered 
into or amended in connection with the Transaction, including, the fairness of
the Transaction to, or any consideration received in connection therewith  by, 
the  holders  of  any   other  class  of   securities,  creditors,  or   other 
constituencies of eAccess; nor as to the  fairness of the amount or nature  of 
any compensation to be paid  or payable to any  of the officers, directors  or 
employees of  eAccess,  or class  of  such  persons, in  connection  with  the 
Transaction, whether relative to the Exchange Ratio pursuant to the  Agreement 
or otherwise. Goldman Sachs is not expressing any opinion as to the prices at
which Softbank  Shares  will  trade at  any  time  as to  the  impact  of  the 
Transaction on the solvency or viability of eAccess or Softbank or the ability
of eAccess or  Softbank to  pay their  respective obligations  when they  come 
due. Goldman  Sachs'  opinion is  necessarily  based on  economic,  monetary, 
market and  other  conditions  as  in effect  on,  and  the  information  made 
available to  us  as  of,  the  date thereof  and  Goldman  Sachs  assumes  no 
responsibility for updating,  revising or  reaffirming this  opinion based  on 
circumstances, developments  or  events  occurring  after  the  date  thereof. 
Goldman Sachs'  advisory  services  and  the  opinion  expressed  therein  are 
provided for  the information  and assistance  of the  Board of  Directors  of 
eAccess in  connection with  its  consideration of  the Transaction  and  such 
opinion does not constitute a recommendation  as to how any holder of  eAccess 
Shares should  vote with  respect to  such Transaction  or any  other  matter. 
Goldman Sachs' opinion has  been approved by a  fairness committee of  Goldman 
Sachs.



     Notices Regarding Registration under the U.S. Securities Act of 1933

                                      

SOFTBANK CORP. ("SoftBank") may file a registration statement on Form F-4
("Form F-4") with the U.S. Securities and Exchange Commission ("SEC") in
connection with the proposed share exchange between SoftBank and eAccess Ltd.
(the "Share Exchange"). The Form F-4 for the Share Exchange, if filed, will
contain a prospectus and other documents. If a Form F-4 is filed and declared
effective, the prospectus contained in the Form F-4 will be mailed to U.S.
shareholders of the subject company (eAccess Ltd.) prior to the shareholders'
meeting at which the relevant proposed share exchange will be voted upon. The
Form F-4 and prospectus, if filed, will contain important information about
the subject company and SoftBank, the Share Exchange and related matters. U.S.
shareholders of the subject company are urged to read the Form F-4, the
prospectus and other documents that may be filed with the SEC in connection
with the Share Exchange carefully before they make any decision at the
shareholders' meeting with respect to the Share Exchange. Any 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, the documents filed with the SEC in connection with the share
exchange will be made available to shareholders upon request, free of charge,
by calling, writing or e-mailing Softbank at: 81.3.6889.2290, 1-9-1
Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan, or ir@softbank.co.jp.

                                      

                 Notices Regarding Forward-Looking Statements

                                      

This press release includes forward-looking statements (within the meaning of
Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities Exchange Act of 1934) about SoftBank and its group companies (the
"SoftBank Group"). To the extent that statements in this press release do not
relate to historical or current facts, they constitute forward-looking
statements. These forward-looking statements are based on the current
assumptions and beliefs of the SoftBank Group in light of the information
currently available to it, and involve known and unknown risks, uncertainties
and other factors. Such risks, uncertainties and other factors may cause the
SoftBank Group's actual results, performance, achievements or financial
position to be materially different from any future results, performance,
achievements or financial position expressed or implied by these
forward-looking statements. SoftBank undertakes no obligation to publicly
update any forward-looking statements after the date of this press release.



                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


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