SoftBank (“SoftBank,” TSE: 9984) and Sprint Nextel Corporation (“Sprint,” NYSE: S) today announced the completion of their previously announced merger whereby SoftBank has invested approximately USD 21.6 billion (approximately JPY 1.8 trillion*) in Sprint.
Through this transaction, approximately 72% of the Sprint shares were acquired by SoftBank for USD 7.65 per share in cash, and the remaining shares were converted into shares of a new publicly traded entity named Sprint Corporation, previously named Starburst II, Inc. (“New Sprint”), on a one-to-one basis. The New Sprint common shares will be listed on the New York Stock Exchange under the ticker symbol “S,” the same ticker symbol used by Sprint prior to the transaction. As a result of the transaction, SoftBank, through its holding company (“HoldCo”) in the U.S., owns approximately 78% of the shares (as used herein, on a fully diluted basis, not giving effect to out-of-the-money options) of New Sprint, which now owns 100% of the shares of Sprint, and Sprint has therefore become a subsidiary of SoftBank. In connection with the transaction, Sprint has been renamed Sprint Communications, Inc. For details concerning the transaction, please refer to the press release “Strategic Acquisition of Sprint by SoftBank,” dated October 15, 2012, as amended on June 11, 2013.
Sprint previously announced on July 9, 2013 (EDT) that it had completed the acquisition of all of the outstanding shares of Clearwire Corporation (“Clearwire”), a company providing high-speed wireless communication services through its subsidiaries, that Sprint did not already own, thereby making Clearwire a wholly-owned subsidiary of Sprint.