USD 7.8 Billion Proceeds (Including Dividend) Representing 2.9x Capital Invested and 93% IRR
TOKYO, Japan--(BUSINESS WIRE)--SoftBank Group Corp. (“SBG”) today announced that certain of its subsidiaries, Kahon 3 Oy and SoftBank Group Capital Limited (collectively, “SBG’s Two Subsidiaries”), have entered into a definitive agreement with Tencent Holdings Limited (“Tencent”) and its affiliate (the “Buyer”), Supercell Oy (“Supercell” or the “Company”), and other parties whereby SBG’s Two Subsidiaries will sell all of their 72.2% stake (on a diluted basis1) in Supercell to the Buyer for expected aggregate cash consideration of approximately USD 7.3 billion2 (approximately JPY 770 billion3) (the “Transaction”). In addition, SBG’s Two Subsidiaries will receive a dividend of approximately USD 0.4 billion (approximately JPY 43 billion) from Supercell prior to closing of the transaction.
Following the closing, Tencent is anticipated to syndicate its interests in the Buyer, but, under the terms of the agreement, completion of the transaction is not dependent on such syndication. Upon transfer of the shares, Supercell will no longer be a subsidiary of SBG and will no longer be consolidated into SBG’s financial results.
The implied valuation for 100% of Supercell’s equity is approximately USD 10.2 billion2 (approximately JPY 1.1 trillion). Total returns to SBG’s investment through SBG’s Two Subsidiaries, including dividends received during ownership, amount to approximately USD 8.4 billion (approximately JPY 880 billion), representing 2.9x capital invested and 93% IRR.
| *1 | Percentage interest as of May 15, 2016 calculated based on the aggregate number of (i) outstanding Company shares, (ii) vested and unvested Company options to purchase shares and vested and unvested restricted stock units (“RSUs”) and (iii) RSUs available for grant pursuant to the Company’s current equity incentive plans (excluding conversion options held by SBG’s subsidiary). The same applies to the percentage interests set forth below. | |
| *2 | The final purchase price payable to SBG’s Two Subsidiaries will be calculated as of the closing of the Transaction based upon their percentage interest (as described in footnote 1) of Company equity value representing (i) the Supercell enterprise value of approximately USD 9.5 billion, plus (ii) the net cash balance of Supercell and its subsidiaries, minus (iii) any unpaid Supercell transaction expenses. The same applies below. | |
| *3 | Converted at USD = JPY 104.69 as of June 20, 2016. The same applies to the conversions below. |
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