Business Wire

SoftBank Enters into Long-Term Strategic Partnership and Equity Share Swap Agreement with Deutsche Telekom

Share

SoftBank Group Corp. (“SoftBank”) today announced that it has entered into a strategic partnership and equity share swap agreement with Deutsche Telekom AG (“DT”). Under the strategic partnership between the two companies, SoftBank’s more than 300 portfolio companies gain access to an additional, approximately 240 million DT customers across Europe and the US, providing these portfolio companies the ability to scale quickly and at a low cost. DT will benefit from ARPU increase, churn reduction and JV participation.

Under the equity share swap agreement, DT will exercise a portion of its call options that were granted by SoftBank in connection with their June 2020 agreement. DT will acquire approximately 45 million T-Mobile US (“TMUS”) shares from SoftBank in exchange for issuing 225 million new DT shares to SoftBank from its authorized capital. In a subsequent step, DT envisages exercising call options to acquire another approximately 20 million TMUS shares from SoftBank by re-investing $2.4 billion of expected disposal proceeds from the announced sale of T-Mobile Netherlands. As a result of these transactions – the equity share swap and the re-investment of proceeds – SoftBank will become a 4.5% shareholder in DT and retain a 3.3%1 equity stake in TMUS, which could increase to 6.9% through True-Up Shares, if TMUS stock price were to hit certain milestones.

The transaction diversifies SoftBank’s telecoms exposure across Japan, Europe and the US, with a 41% ownership of SoftBank Corp., 4.5% of DT and 3.3%1 of TMUS. SoftBank will have access to a total of nearly 300 million customers across the globe, including approximately 55 million from SoftBank Corp., approximately 95 million from DT and approximately 140 million from TMUS.

The transaction is financially compelling. SoftBank is exchanging TMUS shares underlying primarily fixed price options with no upside, for stock in DT, which SoftBank believes has significant long-term upside beyond the agreed reference price of €20. SoftBank will become the second largest private shareholder with intended board representation. In addition, SoftBank retains meaningful exposure to TMUS through shares underlying primarily floating options and, potentially, True-up Shares2. SoftBank expects significant ongoing equity value creation at TMUS as it maintains 5G leadership and unlocks merger synergies.

SoftBank will be able to use DT and TMUS stock as collateral for financing and hedging purposes. Any such transaction would be consistent with the long-term strategic partnership, with SoftBank retaining significant exposure to DT and TMUS share price.

“This is a landmark transaction that is a true win-win-win for our portfolio companies, SoftBank and Deutsche Telekom,” said Marcelo Claure, Corporate Officer, Executive Vice President & Chief Operating Officer of SoftBank Group Corp. and Chief Executive Officer of SoftBank Group International. “The long-term strategic partnership will create incredible opportunities for our portfolio companies to turbocharge their growth with access to approximately 300 million customers across Japan, Europe and the US in total. The transaction diversifies our telecoms exposure and results in SoftBank becoming DT’s second largest private shareholder, while retaining meaningful exposure to high-growth TMUS. It also marks a decisive step for DT towards their stated objective of acquiring a majority stake in TMUS, and the addition of the world’s largest technology investor in SoftBank validates their Telco 2030 vision and demonstrates the “Magenta Advantage.” I look forward to partnering with Tim and team long into the future.”

“We are delighted to welcome SoftBank as a new key investor and strategic partner for Deutsche Telekom and can’t wait to get to work on the value creation opportunities from this cooperation for both SoftBank and Deutsche Telekom,” said Timotheus Höttges, Chief Executive Officer, Deutsche Telekom AG.

In connection with the agreement, DT’s management will support a proposal by SoftBank to have Mr. Claure elected to the Supervisory Board of DT at the next annual general meeting. The transaction has been approved by the Board of Directors of SoftBank and the Supervisory Board of DT and is expected to close and become effective by incorporation in DT’s commercial register.

Sullivan & Cromwell acted as legal advisors to SoftBank on this transaction.

About SoftBank Group

The SoftBank Group invests in breakthrough technology to improve the quality of life for people around the world. The SoftBank Group is comprised of SoftBank Group Corp. (TOKYO: 9984), an investment holding company that includes stakes in telecommunications, internet services, AI, smart robotics, IoT and clean energy technology providers; the SoftBank Vision Funds, which are investing more than US$100 billion to help extraordinary entrepreneurs transform industries and shape new ones; the $US5 billion SoftBank Latin America Fund, the largest venture fund in that region, and the SB Opportunity Fund, a US$100 million fund dedicated to investing in enterprises founded by entrepreneurs of color in the U.S. To learn more, please visit https://global.softbank.

1 Includes anticipated impact of intended exercise of ~20M TMUS options by DT using $2.4 billion in proceeds from sale of T-Mobile Netherlands. Prior to the intended exercise of options, SoftBank ownership is 4.9%

2 True-up Shares become available if TMUS stock price hits certain milestones

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

Japan:
sbpr@softbank.co.jp
+81 3 6889 2300

United States:

SoftBank Group
Mark Kornblau
mark.kornblau@softbank.com

Sard Verbinnen & Co
Benjamin Spicehandler / Hannah Dunning
SoftBank-SVC@sardverb.com

About Business Wire

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

2J Antennas Launches The World’s Smallest 5GNR, WiFi-6E and GNSS Combination 9-in-1 Antennas For Critical Communication Modernization23.9.2021 17:50:00 EEST | Press release

2J Antennas, a global leader in high performance antenna solutions, introduces the new Stellar Series that is designed for a large suite of devices with a focus on sub 6 GHz, 5G NR, 4G LTE, 3G, 2G, WiFi-6E and GNSS technologies. With superior reliability, quality, performance, real time connectivity and smaller size, the Stellar Series caters to law enforcement, medical transportation, fire rescue, and any other applications where mission critical communication is a requirement. This series includes single or up to 9-in-1 configuration choices within the range of 617 MHz to 7125 MHz frequency bands. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210923005703/en/ Stellar Series by 2J Antennas (Photo: Business Wire) The cutting-edge patent pending technology reduces the antenna footprint by 55% while implementing a new double trifilar design and longitudinal resonances for MIMO/ ARRAY configurations that traditionally have mor

Saladax Biomedical Announces Salvatore J. Salamone, Ph.D. Received the Prestigious Dr. C.E. Pippenger Award23.9.2021 17:05:00 EEST | Press release

Salvatore J. Salamone, Ph.D. received the prestigious Dr. C.E. Pippenger Award at the 2021 International Association of Therapeutic Drug Monitoring and Clinical Toxicology (IATDMCT) annual meeting in Rome, Italy. This award is given to individuals who have made outstanding contributions to the field of Therapeutic Drug Monitoring (TDM). TDM is a field of medical science that seeks to ensure that patients receive a personalized dose of drugs to achieve an optimum therapeutic result. Unfortunately, many medications, such as anticancer, antibiotics, and antifungal treatments, have severe toxicities when overdosed and are ineffective when underdosed. TDM seeks to ensure that the patient receives enough drug to treat the condition but not too much to cause toxicities and potentially death. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210923005035/en/ Dr. Salvatore J. Salamone (Photo: Business Wire) Dr. Salamone received this aw

HarbourVest Partners Announces Close of Direct Lending Fund23.9.2021 17:00:00 EEST | Press release

HarbourVest Partners, a global private markets asset manager, today announced the final close of its HarbourVest Direct Lending Fund (HDL) at over $892 million in limited partner commitments, including the General Partner commitment. The Fund was oversubscribed and closed above the target size of $600 million. This close follows the firm’s final close of Credit Opportunities Fund II, HarbourVest’s junior credit offering, earlier this year. “We are pleased to mark the final close of our inaugural, dedicated direct lending fund, bringing our total capital under management for credit investments to over $3.3 billion*,” said John Toomey, Managing Director, HarbourVest Partners. “The past year has demonstrated the resilience of the asset class and reinforced our objective to broaden the reach of HarbourVest’s solutions to help clients invest in rapidly growing strategies.” The Fund targets senior credit investments in private equity-backed middle-market companies, predominantly in North Ame

Belam and Cepton Establish Partnership to Enable Safety at High-traffic Railway Level Crossings23.9.2021 17:00:00 EEST | Press release

Cepton, a Silicon Valley-based innovator of smart lidar solutions has teamed up with Lithuania-based system integrator Belam to improve road user and rail passenger safety by deploying lidar-enabled obstacle detection at railway level crossings. Following the installation of Cepton’s Helius® Smart Lidar System at a busy railway intersection in Europe, the lidar-based solution has monitored over 15,000 train passages with high accuracy to help ensure the safety of pedestrians and other road users. The system has also helped improve the efficiency of the train service and the traffic flow where it is deployed. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210923005369/en/ Cepton's lidar sensors are installed at the busy level crossing to monitor a complicated traffic scenario. ©Belam. Photo Credit: Belam Belam is a full-service system integrator operating in the Baltics and Northern Europe. Utilizing cutting-edge technologies

NuScale Power Signs Memorandum of Understanding with KGHM and PBE to Explore SMR Deployment in Poland23.9.2021 16:45:00 EEST | Press release

NuScale Power, KGHM Polska Miedź S.A. (KGHM), and Piela Business Engineering (PBE) announced today the three companies have signed a Memorandum of Understanding (MOU) to explore the deployment of NuScale’s small modular reactor (SMR) technology as a coal repurposing solution for existing coal-fired power plants and electricity and heat for KGHM’s industrial processes in Poland. KGHM is a Poland-based leader in copper and silver production and PBE is a Poland-based consultancy which specializes in business engineering advisory. This agreement demonstrates international interest in utilizing NuScale’s SMR technology to produce clean, reliable, and affordable energy. Under the MOU, NuScale will support KGHM and PBE’s examination of NuScale’s SMR technology as a coal repowering/repurposing solution for existing coal-fueled power plants and more broadly for new nuclear plant implementations, as well as for energy in support of industrial operations in Poland. The examination will include an

Allegro DVT and Beamr Announce the World’s First Content-Adaptive Silicon IP Video Encoder23.9.2021 16:35:00 EEST | Press release

Allegro DVT, the leading provider of video processing silicon IPs, and Beamr, the leading developer of content-adaptive video encoding technologies, today announced an integrated solution that combines Beamr’s CABR silicon IP with Allegro’s video encoding IP to create the world’s first content-adaptive silicon IP encoder. Using the integrated solution, ASIC vendors can now create high-performance, low latency video encoding chips that significantly reduce video bitrate without compromising quality. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210923005015/en/ (Photo: Allegro DVT) Allegro DVT’s E2xx family of silicon proven IPs is a highly optimized video encoding solution targeted at ASIC implementations in a wide range of process node technologies down to 3nm. It provides support for mainstream image and video formats including JPEG, H.264, HEVC, VP9 and AV1, at up to 8K resolutions. Beamr’s patented, Emmy® award-winning

Nexo Passes Real-Time Reserves Audit Conducted by Armanino23.9.2021 16:30:00 EEST | Press release

Nexo, the leading institution for digital assets, today announced that Armanino LLP – a PCAOB-certified auditor and one of the 25 largest public accounting firms in the U.S. – now provides a real-time audit of Nexo’s assets, thus offering unparalleled visibility into Nexo’s finances and showing that the company’s assets exceed its liabilities at all times. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210923005619/en/ A snapshot of Nexo's assets and liabilities as of September 23, 2021. (Graphic: Business Wire) Armanino’s real-time attestation of Nexo’s assets and customer obligations brings a level of customer security unprecedented in the crypto lending space. The independent audit also represents a significant milestone in Nexo’s transparency and compliance journey and marks only the beginning of a routine Proof of Reserves program. The next step will allow each client to verify for themselves that their particular asset

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom