SoftBank to Sell Supercell Stake at USD 10.2 Billion Valuation
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.|
1. Purpose of the Transaction
Tencent is a leading Internet value added services provider headquartered in China, and provides its users with a diversified range of services including social communication, PC and smart phone games, online news as well as video and music streaming contents. Supercell is a mobile game company headquartered in Finland, which became SBG’s subsidiary at the end of October 2013.
SBG’s decision to sell its stake in Supercell is driven by its continued focus on disciplined capital allocation, including further deleveraging, as part of its SoftBank 2.0 transformation strategy.
2. Summary of the Transaction
SBG’s Two Subsidiaries will divest their entire 72.2% stake (on a diluted basis1) in Supercell to the Buyer for aggregate cash consideration of approximately USD 7.3 billion (approximately JPY 770 billion) (the “Sale Price”), based on an assumed equity value of Supercell of approximately USD 10.2 billion (approximately JPY 1.1 trillion). The proceeds from the sale will be realized in three payments following the schedule set forth below:
− First payment (August 5, 2016 (expected)): Estimated 48% of Sale Price
− Second payment (November 3, 2016 (expected)): Estimated 50% of Sale Price
− Third payment (August 5, 2019 (expected)): Estimated 2% of Sale Price
The transfer of shares is expected to occur on August 5, 2016, with half of the shares being kept in an escrow account until the time SBG’s Two Subsidiaries receive the abovementioned second payment of the Sale Price.
Separately, SBG's Two Subsidiaries (along with other existing Supercell stockholders) are expected to receive a dividend payment prior to the date on which the Supercell shares are transferred which, together with other dividend payments received thus far from Supercell, is expected to bring the aggregate amount of dividend payments received to approximately USD 1.1 billion (approximately JPY 110 billion).
3. About Supercell
|(1) Name||Supercell Oy|
|(2) Headquarters||Itämerenkatu 11-13 00180 Helsinki Finland|
|(3) Name and title of representative||CEO Ilkka Paananen|
|(4) Nature of business||Production and distribution of mobile game applications|
|(5) Common stock||EUR 3,000|
|(6) Established||May 2010|
4. About Tencent
|(1) Name||Tencent Holdings Limited|
Kejizhongyi Avenue, Hi-tech Park
Nanshan District, Shenzhen, The PRC
|(3) Name and title of representative||CEO Ma Huateng|
|(4) Established||November 1998|
5. SBG’s Ownership in Supercell Before and After the Transaction (Including Indirect Ownership)
|Ownership before the Transaction||72.2% (diluted basis)|
|Ownership after the Transaction||0%|
6. Expected Impact on Consolidated Financial Results
Upon transfer of the shares (August 5, 2016), Supercell will no longer qualify as a subsidiary of SBG and will no longer be consolidated into SBG’s financial results. Preceding this, in accordance with the fact that a definitive agreement for the sale of Supercell shares was executed on June 21, 2016, assets and liabilities of Supercell will appear as assets and liabilities held for sale on SBG’s consolidated financial statements for the three-month period ending June 30, 2016. Supercell’s net income and loss from April 1, 2016 until the date of the share transfer will appear as discontinued operations, separate from continuing operations.
Net income/loss of Supercell for the fiscal year ended March 31, 2016 will also be revised retroactively, to appear under discontinued operations.
SBG will separately announce the gain from sales of shares in Supercell once it is determined following the completion of the calculation of the carrying amount of Supercell on a consolidated basis as of the time of sale. However, SBG currently expects to record around JPY 600 billion of pre-tax gain under discontinued operations on its consolidated statements of income for the fiscal year ending March 31, 2017.
|Execution of definitive agreement||June 21, 2016|
|Transfer of shares and receipt of first payment (estimated 48% of Sale Price)||August 5, 2016 (expected)|
|Receipt of second payment (estimated 50% of Sale Price)||November 3, 2016 (expected)|
|Receipt of third payment (estimated 2% of Sale Price)||August 5, 2019 (expected)|
Among the shares to be sold by SBG’s Two Subsidiaries, half of them will be kept in an escrow account after the date of share transfer, until the time SBG’s Two Subsidiaries receive the abovementioned second payment of the Sale Price.
8. Management Quotes
Masayoshi Son, Chairman and CEO of SoftBank Group Corp., said: “We have enjoyed an outstanding relationship with Ilkka and the Supercell team, and it has been our privilege to be part of Supercell’s incredible growth story. Over the life of our investment, Supercell has operated as an independent company, and its unique culture of independent teams has proven itself repeatedly. I have great respect for Tencent and its leadership in games, and believe that with its commitment to respect Supercell’s independence, Tencent represents the ideal partner to take Supercell’s business to the next level. Our decision to divest our shares is driven by our continued focus on monetization for the benefit of our shareholders and on capital structure discipline, both key pillars of our SoftBank 2.0 strategy."
Ilkka Paananen, CEO of Supercell, said: “Today is about chasing a future for Supercell that we have always dreamed of. We founded Supercell to make great games that people all over the world would play for decades and become part of the rich history of games. We've made excellent progress - over the past six years, we’ve created four top games that are now played by over 100 million people every single day. Tencent’s investment secures what has made all of this possible, which is our independence and unique culture of small and independent teams. We want Supercell to be the world’s best place for creative people to create games. At the same time, this new partnership offers us exciting growth opportunities in China, where we will be able to reach hundreds of millions of new gamers via Tencent’s channels.” Read more thoughts from Ilkka on the transaction: http://supercell.com/en/nextchapter/.
Martin Lau, President of Tencent, said: “Supercell is known for its creativity, focus on player experience, and unique culture, which have enabled it to create innovative mobile games that are wildly popular globally. Tencent is dedicated to building long-term strategic partnerships with leading game companies. We are excited that Supercell is joining our global network of game partners, and will preserve their independence and enhance their advantages, thus bringing even more exciting gaming experiences to players around the world. It is important to us that Supercell stays true to its roots by sustaining its unique culture, continuing to be headquartered in Finland, and representing its home proudly.”
SoftBank Group Corp. Communications
Sard Verbinnen & Co.
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
Summer Business with Yourtyres.co.uk: New Shop Feature and High-Performance Tyre Models16.3.2018 14:11 | Pressemelding
Each year, summer trade means great challenges for car garages and tyre dealers. As a result and at just the right time, Yourtyres.co.uk, the online trade customer shop by Europe’s leading online tyre dealer Delticom, is introducing a new feature intended to make the daily work of the shop’s customers easier: An advice mode is available from now on at Yourtyres.co.uk. When changing from the purchasing to the sales view, the individual end customer prices are displayed instead of the actual purchase prices. In order to use this feature, users of Yourtyres.co.uk simply have to insert their individual markups for the different item groups. From the markup and the purchase price, the online shop automatically calculates the personal end customer price. The usual purchasing view is also still available. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180316005448/en/ An advice mode immediately helps trade customers use the full pot
Available Now: The Smartphone Made for the Way We Communicate Today, the Galaxy S9 and S9+16.3.2018 12:00 | Pressemelding
Samsung Electronics America, Inc. announced that the new, award-winning Galaxy S9 and Galaxy S9+, which have been recognized by smartphone reviewers worldwide for their best-in-class display, design and camera, are now available for purchase at U.S. wireless network providers and retail stores. The phones come in three colors: Midnight Black, Coral Blue, and the new Lilac Purple. The Galaxy S9 has a suggested retail price of $719.99, while the Galaxy S9+ is available for $839.99. Both unlocked and carrier versions of the Galaxy S9 and Galaxy S9+ are also available for purchase on Samsung.com. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180316005175/en/ Designed for the way we communicate today, Samsung's new Galaxy S9 and Galaxy S9+ are available in the U.S. at wireless network providers, retailers and on Samsung.com. (Photo: Business Wire) “The Galaxy S9 and S9+ are designed for the visual and social generation—the consum
CONQUEST Group Announced the Expansion of its Asset Management Business with the Appointment of Philippe Taillardat to the Role of Director16.3.2018 09:00 | Pressemelding
Philippe Taillardat brings to CONQUEST over 25 years of Asset Management and Investment Banking experience, primarily in principal investing, financial advisory, equity and debt financing across global infrastructure and sustainable energy sectors. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180316005030/en/ Philippe Taillardat (Photo: CONQUEST Group) Philippe was most recently Co-Head of Infrastructure Investments Europe at First State Investments, which he helped transform into one of the leading billion+ European infrastructure fund manager in core / core+ strategies. Earlier in his career, Philippe held various senior banker and investment roles at Amundi, Credit Agricole CIB, Credit Suisse, AXA and BNP Paribas. Frédéric Palanque, Managing Director of CONQUEST Group, said, "We are delighted to welcome such a recognized professional. CONQUEST is trusted for providing value-added advice in complex and highly confidential
AccelStor All-Flash Solutions Unlock Data Possibilities for AI and Cloud16.3.2018 09:00 | Pressemelding
AccelStor, an innovative all-flash array (AFA) provider for the big data era, is excited to announce its participation in the upcoming Cloud Expo Europe, taking place from March 21 to 22 at Booth C1850 in the ExCel London exhibition centre. Besides presenting latest all-flash storage solutions breaking through performance and availability barriers for artificial intelligence (AI), virtualization and private cloud, AccelStor will present a live demonstration of its new generation NeoSapphire high availability models, one of the highlights not to be missed this year. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180316005010/en/ AccelStor's new generation NeoSapphire High Availability all-flash array AccelStor NeoSapphire all-flash arrays are highly integrated with virtualization and private cloud platforms, supporting VMware vSphere and OpenStack Cinder. NeoSapphire’s “high availability” series features symmetric active-activ
Westinghouse Completes First Major Decommissioning Work at a Nordic Commercial Nuclear Reactor16.3.2018 08:45 | Pressemelding
Westinghouse Electric Company announced today that it has completed a major decommissioning project at the former Barsebäck nuclear power plant in Skåne, Sweden. Barsebäck Unit 2 ceased operation in 2005 and decommissioning work began in August 2016. Westinghouse’s scope of work included the underwater segmentation and packaging of the reactor vessel internals, as well as the upfront engineering studies and equipment manufacturing and qualification. “Westinghouse is proud to deliver this major decommissioning project on time and on budget,” said Yves Brachet, Westinghouse senior vice president, Global Decommissioning, Decontamination, Remediation and Waste Management. “Our global expertise in this area will help our customers in the Nordic region to safely manage a variety of end-of-life opportunities for commercial nuclear power plants.” Leadership at Barsebäck Kraft AB (BKAB) is equally satisfied with this successful initial step of the first dismantling of a commercial nuclear power
Lighting Manufacturer LTS Licht & Leuchten, Part of the Fargerhult Group, to Offer Selected Spot- & Downlights with Seoul Semiconductor’s SunLike Series Natural Spectrum LEDs16.3.2018 08:02 | Pressemelding
Seoul Semiconductor, a global innovator of LED products and technology, announced that its SunLike Series natural spectrum LEDs, which implement light closest to the spectrum of natural sunlight, has been adopted for selected luminaires of LTS Licht & Leuchten GmbH, a German manufacturer of high-quality luminaires for hospitality, retail, and office applications. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180316005206/en/ LTS Jett 100 spotlights equipped with SunLike LED technology (Photo: Business Wire) LTS has adopted SunLike natural spectrum LEDs for selected products, including the Jett 100 and CSA 60 spotlights. A series of spotlights with a discreet and individual appearance, and clear, straightforward design lines, Jett spotlights harmoniously blend in with any type of retail application. The high color rendering and superior luminous intensity of these spotlights enable lighting designers to achieve accentuated ar