Softbank Corp 56ID Amending Part of the Share Exchange Agreement

  Softbank Corp (56ID) - Amending Part of the Share Exchange Agreement

RNS Number : 2173Q
Softbank Corp
02 November 2012


                                                              November 2, 2012





        Announcement of Amending Part of the Share Exchange Agreement

                   between SOFTBANK CORP. and eAccess Ltd.





SOFTBANK CORP. ("SOFTBANK") and eAccess Ltd. ("eAccess") previously  announced 
in the  "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."  dated  October  1,  2012  (the  "October  1 
Announcement") that both  companies entered  into a  share exchange  agreement 
(the "Agreement" and,  the share  exchange (kabushiki koukan)  to be  executed 
under the Agreement, the  "Share Exchange") whereby  SOFTBANK will become  the 
sole parent company of eAccess and eAccess will become SOFTBANK's wholly-owned
subsidiary. Today, SOFTBANK  and eAccess  hereby announce that  the Board  of 
Directors of both companies,  at meetings held today,  resolved to execute  an 
amendment agreement (the "Amendment Agreement") to amend part of the Agreement
as follows,  taking  into  consideration the  result  of  mutual  consultation 
regarding the shortening of the schedule  of the Share Exchange, the  revision 
of the exchange rate and other  matters, and that both companies entered  into 
the Amendment Agreement.



                                 Particulars



I. Description of the Amendment



The following  text indicates  changes  made to  corresponding text  from  the 
October 1  Announcement  to  reflect  terms and  conditions  modified  by  the 
Amendment Agreement. Underlines indicate modified text.



3.  Outline of Share Exchange



(1) Schedule of Share Exchange



(Before Amendment) (Note)



                              Resolution at the Board of Directors' meeting
September 27, 2012
                              (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 (Extraordinary Shareholders' Meeting). We will
promptly announce the specific dates for the procedures of the Share  Exchange 
once they are decided.



                        (Subsequent text not modified)



Note: The change of the  date of the "Resolution  at the Board of  Directors' 
meeting (SOFTBANK)" was announced in the press release of SOFTBANK and eAccess
dated October 5, 2012.



(After Amendment)



                              Resolution at the Board of Directors' meeting
September 27, 2012
                              (SOFTBANK)
October 1, 2012               Resolution at  the Board  of Directors'  meeting 
                              (eAccess)
October 1, 2012               Execution of the Agreement (SOFTBANK, eAccess)
October 17, 2012              Public  notice  of  the  record  date  for   the 
                              Extraordinary Shareholders' Meeting (eAccess)
November 1, 2012              Record date for the Extraordinary  Shareholders' 
                              Meeting (eAccess)
November 2, 2012              Resolution of  the  Amendment Agreement  at  the 
                              Board of Directors' meeting (SOFTBANK, eAccess)
                              Execution of the Amendment Agreement
November 2, 2012
                              (SOFTBANK, eAccess)
                              Resolution at  the  Extraordinary  Shareholders' 
December 7, 2012 (tentative)  Meeting

                              (eAccess)
December 25, 2012 (tentative) Final day of share trading (eAccess)
December 26, 2012 (tentative) Date of delisting (eAccess)
January 1, 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 on December 7, 2012 (Extraordinary Shareholders' Meeting).



                        (Subsequent text not modified)





(3)  Details of Allotment upon Share Exchange



(Before amendment)

                        (Preceding text not modified)

                                      

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).



                          (Middle Text not modified)

                                      

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.



                        (Subsequent text not modified)





(After amendment)

                        (Preceding text not modified)

                                      

The "Exchange Rate" shall mean  20.09, which is the  ratio (rounded up to  two 
decimal places) obtained  by dividing 52,000  yen (that is  considered as  the 
appraisal value  of the  common stock  of  eAccess) by  2,589 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  a period  from 
October 17,  2012  (inclusive)  to  November 2,  2012  (inclusive),  with  any 
fraction less than one (1) yen being rounded up to the nearest yen).



                          (Middle text not modified)

                                      

The total number  of SOFTBANK  common shares to  be delivered  upon the  Share 
Exchange may  be changed  due  to the  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.



                        (Subsequent text not modified)





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







(Before amendment)

                        (Preceding text not modified)

                                      

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.



                        (Subsequent text not modified)





(After amendment)

                        (Preceding text not modified)

                                      

If the approval of the Agreement (as may be subsequently amended, the "Amended
Agreement") necessary for the Share  Exchange is obtained at the  Shareholders 
Meeting of  eAccess,  eAccess shall,  by  the  day immediately  prior  to  the 
effective date  of  the  Share  Exchange, acquire  and  cancel,  or  otherwise 
extinguish, upon  agreement  with the  holders  of eAccess  stock  acquisition 
rights (excluding the stock acquisition  rights attached to Convertible  Bonds 
due 2016) that remain and  are not exercised at that  time, all of such  stock 
acquisition rights in the amount (the  "Purchase Price") equal to the  product 
of (i) the amount obtained by subtracting the amount per share of common stock
of eAccess payable  upon the exercise  of such stock  acquisition rights  from 
52,000 yen (or, if such amount is less  than zero, 0 yen) and (ii) the  number 
of shares of common stock  of eAccess to be issued  upon the exercise of  such 
stock acquisition  rights, and  shall  take all  of the  procedures  necessary 
therefor under the laws and regulations. If, after the Share Exchange becomes
effective, there are eAccess stock acquisition rights that remain and are  not 
exercised  at  that  time,  eAccess  shall  acquire  and  cancel  such   stock 
acquisition rights in the  Purchase Price upon agreement  with the holders  of 
such stock acquisition rights or in accordance with the provisions of  Article 
236,  Paragraph  1,  Item  7  of  the  Companies  Act  concerning  such  stock 
acquisition rights.



                        (Subsequent text not modified)





4.  Grounds for Calculation of Exchange Ratio in Share Exchange



(1) Basis of Calculation



(Before amendment)



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



                          (Middle text not modified)

                                      

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".



(After amendment)



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



                          (Middle text not modified)

                                      

The closing  price  of the  common  stock of  eAccess  was 15,070  yen  as  of 
September 28, 2012, and is  45,500 yen as of  November 2, 2012. SOFTBANK  and 
eAccess determined the appraisal value of the common stock of eAccess  through 
mutual consultation, taking into  comprehensive consideration these 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, upon  the execution  of the  Amendment 
Agreement, 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 
Amended 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



(Before amendment)



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.



(After amendment)



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 as of November 2, 2012 on the share exchange ratio made  by 
Mizuho Securities and PLUTUS Consulting,  and eAccess refers to the  financial 
analysis as of November 2,  2012 on the share  exchange ratio made by  Goldman 
Sachs. Both parties then  carefully deliberated and  negotiated on the  share 
exchange ratio. As a result, on  November 2, 2012, 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.





(5) Measures to Ensure Fairness



(Before amendment)



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  Securities 
Japan 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").



                        (Subsequent text not modified)





(After amendment)



SOFTBANK obtained from Mizuho  Securities an opinion  dated November 2,  2012, 
stating that, based on certain conditions including those described in Exhibit
1, the agreed amended 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 November 2, 2012, stating  that, 
based on certain conditions including those described in Exhibit 1, the agreed
amended share  exchange ratio  is 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 Securities Japan Co.,  Ltd. 
an opinion dated November 2, 2012, stating that, based on certain  conditions, 
the agreed amended  share exchange ratio  is appropriate or  fair for  eAccess 
shareholders (other  than  SOFTBANK  and  its  affiliates)  from  a  financial 
perspective (so called "fairness opinion").



                        (Subsequent text not modified)





(6) Measures to Avoid Conflicts of Interest



(Before amendment)



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.



                        (Subsequent text not modified)



(After amendment)



Both parties  do not  have  any personnel  relationship  such as  dispatch  of 
directors to  each other  as of  October 1,  2012 on  which they  resolved  to 
conduct the Share Exchange and as of  November 2, 2012 on which they  resolved 
to execute the  Amendment Agreement.  Therefore, as no  conflict of  interest 
arises between SOFTBANK and eAccess, both parties have not taken any  measures 
to avoid potential conflicts of interest.



                        (Subsequent text not modified)





                                                                     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.

Based on the request by SOFTBANK  upon agreement between SOFTBANK and  eAccess 
to amend the Exchange  Rate for Share  Exchange, Mizuho Securities  calculated 
the range of the Exchange Rate for Share Exchange by incorporating information
which became available after  signing of a definitive  agreement on the  Share 
Exchange between SOFTBANK and eAccess.



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  price  of the  common  stock  of 
SOFTBANK traded on the First Section of Tokyo Stock Exchange as of November 1,
2012 (the "Record date"); 2)  the average of the  closing price of the  common 
stock of SOFTBANK during the week prior to the Record Date; 3) the average  of 
the closing price  of common  stock of  SOFTBANK during  the period  beginning 
October 16,  2012,  the  first  trading day  after  the  announcement  of  the 
strategic acquisition of Sprint Nextel Corporation by SOFTBANK, and ending 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  price of the  common 
stock of eAccess as of September 28, 2012 (the "Record date for eAccess");  2) 
the average of closing price of the  common stock of eAccess during the  month 
prior to  the Record  Date for  eAccess; 3)  the average  closing stock  price 
during the three  months prior  to the  Record Date  for eAccess;  and 4)  the 
average closing stock price during the six months prior to the Record Date for
eAccess. The financial projections (included the profit plan) on which Mizuho
Securities performed Discounted Cash Flow Analysis, include 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 backbone networks.



The calculated ranges of the Exchange Rate  based on each method are as  shown 
in the table below.  The table shows  the ranges 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 Rate
Analysis of Historical Share Price          5.70 - 5.75
  Comparable Companies Analysis             0.55 - 5.50
  Discounted Cash Flow Analysis            16.52 - 27.45



Mizuho Securities has used the  information provided by SOFTBANK, in  addition 
to publicly available information, to conduct the 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  Rate 
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   Rate  based   on 
information and economic conditions up to and as of November 1, 2012.  Mizuho 
Securities does not  provide opinion on  whether the Exchange  Rate should  be 
amended or  not, and  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 Exchange
Rate, 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              6.762 - 16.765
Comparable Companies Analysis          3.020 - 5.207
         DCF method                   14.436 - 20.717



The valuation date was set at November 2, 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 and the average closing prices
from the release of SOFTBANK's  "Strategic Acquisition of Sprint by  SOFTBANK" 
at October 15, 2012, to 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 November 2, 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 backbone 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, because  the share price  of eAccess  is 
considered to have appreciated in a manner that substantially incorporates the
occurrence of the Transaction due to the news report on October 1, 2012, about
the Transaction,  Goldman Sachs  used  September 28,  2012 (the  business  day 
immediately prior to the business day  which was affected by the news  report) 
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  Amended 
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                   4.71 ~  8.49
    Comparable Companies Analysis               0.27 ~  20.25
DCF Analysis (perpetuity growth rates)          7.72 ~  18.74
       DCF Analysis (multiples)                 8.53 ~  21.63





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 November  2, 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 
November  2,  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 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  Amended 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 Amended  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 Amended Agreement. Goldman
Sachs does  not express  any view  on,  and Goldman  Sachs' opinion  does  not 
address, any other term or aspect  of the Amended Agreement or Transaction  or 
any term or aspect  of any other agreement  or instrument contemplated by  the 
Amended  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  Amended 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.

Cautionary Statement Regarding Forward Looking Statements



This document includes "forward-looking statements" within the meaning of  the 
securities laws. The words  "may," "could," "should," "estimate,"  "project," 
"forecast," intend,"  "expect,"  "anticipate,"  "believe,"  "target,"  "plan," 
"providing  guidance"  and  similar  expressions  are  intended  to   identify 
information that is not historical in nature.



This document  contains forward-looking  statements relating  to the  proposed 
transaction between eAccess Ltd.  ("eAccess") and SOFTBANK CORP.  ("SoftBank") 
pursuant to a share exchange agreement. All statements, other than historical
facts, including, but not limited to, statements regarding the expected timing
of the closing of the transaction; the ability of the parties to complete  the 
transaction considering the various closing conditions; the expected  benefits 
of the transaction  such as  improved operations, enhanced  revenues and  cash 
flow, growth potential, market profile and financial strength; the competitive
ability and position of  SoftBank or eAccess;  and any assumptions  underlying 
any of the  foregoing, are  forward-looking statements.  Such statements  are 
based upon  current plans,  estimates  and expectations  that are  subject  to 
risks, uncertainties and assumptions. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or expectations
will be achieved. You  should not place undue  reliance on such  statements. 
Important factors that could  cause actual results  to differ materially  from 
such plans, estimates or expectations include,  among others, that (1) one  or 
more closing conditions to the transaction may not be satisfied or waived,  on 
a timely basis or otherwise, including  that the required approval by  eAccess 
stockholders may not be obtained; (2)  there may be a material adverse  change 
of SoftBank or eAccess,  or the respective businesses  of SoftBank or  eAccess 
may suffer as  a result of  uncertainty surrounding the  transaction; (3)  the 
transaction may involve  unexpected costs,  liabilities or  delays; (4)  legal 
proceedings may be initiated  related to the transaction;  and (5) other  risk 
factors included  in the  prospectus to  be contained  on Form  F-4, which  if 
filed, will be available on the SEC's web site (www.sec.gov). There can be no
assurance that the transaction will be completed, or if it is completed,  that 
it will close within the anticipated time period or that the expected benefits
of the transaction will be realized.



SoftBank undertakes no obligation to  update any forward-looking statement  to 
reflect events or circumstances after the date on which the statement is  made 
or to reflect the occurrence  of unanticipated events. Readers are  cautioned 
not to place undue reliance on any of these forward-looking statements.

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:   SOFTBANK,    1-9-1 
Higashi-Shimbashi,    Minato-ku,    Tokyo    105-7303,    Japan;    telephone: 
+81.3.6889.2290; e-mail: ir@softbank.co.jp .







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

END


STRUGGBGGUPPGGP -0- Nov/02/2012 11:24 GMT