Acquisition of Shares of eAccess Ltd.

Acquisition of Shares of
eAccess Ltd.
March 27, 2014
Statements made at the meeting or included in the documents that are
not historical facts are forward-looking statements about the future
performance of Yahoo Japan Corporation and its consolidated
subsidiaries and affiliates.
The Company cautions you that a number of important factors could
cause actual results to differ materially from those discussed in the
forward-looking statements. Such factors include, but are not limited to,
the items mentioned in “Risk Factors” in “Results for the Fiscal Year
and the Three Months ended March 31, 2013.”
The unauthorized use of the information or the data in this document is
not permitted.
2
eAccess Ltd. Will Become
Subsidiary of
Yahoo Japan Corporation
・ Plan to acquire 99.68% of issued shares
(33.29% of voting right) from
SOFTBANK on June 2.
* eAccess Ltd. will undergo a merger
with Willcom, Inc. on June 1 as the
surviving company.
3
Acquisition Process
June 1, 2014
eAccess Ltd.
and Willcom, Inc.
will merge.
June 2, 2014
Yahoo Japan Corporation
will acquire the shares of
eAccess Ltd. (surviving company)
from SoftBank Corp.
4
Acquisition Conditions
Number of
shares to be
acquired
Acquisition
cost
5
Class A shares (non-voting shares)
342,777 shares (after the merger)
Class B shares (voting shares)
549 shares (33.29% of voting rights)
324 billion yen (Paid with cash)
Yahoo Japan Corporation decided to adopt International
Financial Reporting Standards (IFRS) from the fiscal year
2014. eAccess will be a consolidated subsidiary of the
Company based on IFRS.
Investments and Loans
Repayment
of loan:
Approx.
130 billion yen
*Assume loan amount
at transfer date
Finance:
Approx.170 billion yen
Share Acquisition:
324 billion yen
Finance:
Approx.170 billion yen
Financial Institution
6
Yahoo Japan Corporation will provide
finance to eAccess.
The loan from SoftBank to eAccess
will be repaid.
Business Overview of Companies
To Be Merged and Acquired
FY2012
Revenue
WILLCOM, Inc.
¥220.7 billion
¥169.3 billion
¥15.0 billion
¥6.3 billion
¥10.1 billion
¥6.7 billion
Net Income
-¥2.4 billion
¥7.7 billion
Net Assets
¥76.7 billion
¥56.1 billion
Total Assets
¥351.7 billion
¥149.0 billion
Number of
Employees
1,278
866
Operating
Income
Ordinary
Income
7
eAccess Ltd.
Management Team
Chairman
President & CEO
SEVP(Senior Executive Vice President)
SEVP(Senior Executive Vice President)
SEVP(Senior Executive Vice President)
Director
Director
8
Eric Gan
Manabu Miyasaka
Hiroyuki Terao
Motonari Abe
Shin Murakami
Ken Miyauchi
Toshiki Oya
Purpose of the Acquisition
9
Japan Used to Be
the World’s Leading
Mobile Internet Country
Over 10 million people were using
the mobile Internet
even 13 years ago.
10
Penetration of Smart-devices
in Japan is Still Halfway
People who don’t
use Smartphones
People who don’t
use Tablets
62%
88%
11
* Estimate by Yahoo Japan Corporation
based on “Research on new challenges due to the sophistication of ICT infrastructure and services 2013”,
Ministry of Internal Affairs and Communications
Want to Provide
Internet Services to
Everyone's Hand
with Simple Pricing Plan
12
We Aren’t Aiming To Be the
“ Fourth Telecom Company ”
in Japan
13
We Aim To Be the
“ First Internet Carrier ”
in Japan
14
Main
Sub
Telecom
Companies
Voice
Service
Internet
Service
Internet
Communication
Company
Internet
Service
Voice
Service
June Launch
15
Three Synergies for
Our Businesses
16
1. Synergies of Telecom Business
2. Synergies in Offering
Yahoo! JAPAN Services
3. Synergies in Expanding
Internet Usage
17
Telecom Business Is
an Attractive Field
Total market size exceeds
15 trillion yen
18
* Ministry of Internal Affairs and Communications
“Survey on ICT economy ” (2013)
Potential for
Further Growth
19
Individuals Will Own 6 or More
Devices in 2020
(Num. of Devices / Person)
6
4
2
0
2003
2010
2015
2020
* Cisco Tele Presence Seminar (Version5) June 21, 2012
20
While Total Household Spending Decreased,
Spending on Mobile Communications
Demonstrated a Growth Trend
(¥ 10 thousand)
315
310
8.0
Average Total
Household
Spending
305
7.5
300
7.0
295
290
6.5
2006
21
Average Mobile
Communications
Spending
2007
2008
2009
2010
2011
2012
* 2013 WHITE PAPER Information and Communications in Japan, Ministry of Internal Affairs and Communications
Aim to Increase Y!mobile Users in
Expanding Market
Expand number of users leveraging
Yahoo! JAPAN’s user base
Number of Contracts
Willcom
eAccess
Approx.10 million
5.4
4.5
Dec. 2013
22
After Acquisition/
Y!mobile
We Will Mainly Offer
Android-based Handsets
Share of Android OS is overwhelmingly high in global market
although it is lower in domestic market.
15%
42%
Others
79%
53%
Domestic Market Share
*1
of Each OS
23
Global Market Share
of Each OS *2
*1 Estimation by Yahoo Japan Corporation (March 2014)
*2 IDC Worldwide Mobile Phone Tracker (2013 Market Share)
iOS
Android
Synergies with SoftBank Mobile
SoftBank Mobile and Y!mobile
will use each other’s network
Service
Planning
Terminal
Handsets
Sales
Channels
Network
Systems
24
Mutual usage
1. Synergies of Telecom Business
2. Synergies in Offering
Yahoo! JAPAN Services
3. Synergies in Expanding
Internet Usage
25
By Offering Yahoo! Premium Services
to Y!mobile Users, We Aim to Increase
the Number of Members as well as
Related Revenue
(Million IDs)
Collaboration with
SoftBank Mobile Corp. (since Oct. 2012)
10.0
More than 9.5 million IDs
subscribers achieved
9.5
9.0
8.5
8.0
7.5
7.0
26
Used to be the usage fee of Yahoo! Auctions when started.
Number of members increased more than 7.5 million
along with the growth of our auction services.
Dec. 2010
Dec. 2011
Dec. 2012
Dec. 2013
Promotion of
Yahoo Premium Services
Yahoo! JAPAN’s Users
74 million *
Monthly Active User IDs
27 million
Number of Yahoo! Wallet Accounts
26 million
Yahoo! Premium
member IDs
9.5 million
27
* Estimate by the Company
We Aim to Expand the Usage
of Yahoo! JAPAN
・ Pre-installing our apps or services on
Y!mobile handsets
・ Aim to increase Yahoo! JAPAN’s media value and
expand our e-commerce transaction value among
other strategies.
28
Leverage Y!mobile Shops
To Expand Usage of
Yahoo! JAPAN Services
• Plan to utilize existing 1,000 carrier shops to
promote Yahoo! JAPAN services; as pick-up
centers for Yahoo! Shopping goods, or support
centers for listing items on our auction
services, etc.
• Will consider acquiring subscribers for our
membership services including Yahoo! Cards.
29
1. Synergies of Telecom Business
2. Synergies in Offering
Yahoo! JAPAN Services
3. Synergies in Expanding
Internet Usage
30
Increase in Number of
Smartphone Users
Will Change the Behavior of
Internet Usage
31
And Will Expand the Markets for
Internet Advertising,
e-Commerce and Digital Content
32
Case Study：
Yahoo! BB (ADSL Services)
(Launched in June 2001)
33
33
(1) Expansion of Yahoo! BB subscriber base led to
increase in our ISP related revenues.
(2) Penetration of broadband, which enabled highspeed and constant access to Internet, expanded
the usage of e-commerce related services or
search services.
(3) Expansion of the usage of Internet services
supported the rapid growth in advertising revenue.
34
Number of Subscribers
To Be Doubled or More
(Targeted Number is 20 million in total)
35
Financial Impact
after Consolidation
36
Estimation of Impact on
the Income Statements
FY2014 (June 2014 ~ March 2015) (IFRS basis/ Estimation)
Revenue (still under review)
Operating Income
+320 billion yen
+10 billion yen
The above estimation of profit is calculated based on the following conditions :
1) We include impact of business synergies such as increase in Yahoo! Premium
members after the acquisition.
2) We take into account the amortization of intangible fixed assets caused by the
consolidation.
3) Profit may vary depending on promotional activities and others.
After FY2015, sales and profit may grow further due to the increase in
the number of mobile phone subscribers and Yahoo! Premium
members, supported by a gradual decrease in amortization of
intangible fixed assets.
37
Estimation of Main Impact on
the Balance Sheets (IFRS basis)
(¥ billion)
After Consolidation
Before Consolidation
Cash and Deposits
510
240
320
Tangible Fixed Assets
60
Tangible Fixed Assets
Intangible Fixed Assets
10
Intangible Fixed Assets
Goodwill
20
Goodwill
Interest-bearing Debt
Total Assets
Equity Ratio
75%
Equity Ratio
90
180
Interest-bearing+1,100）
Debt
0+1,700イー・アクセス
Total Assets
870
(As of May 31, 2014)
38
Cash and Deposits
280
1,300
49%
(As of June 2, 2014)
eAccess CAPEX Plan
In order to establish base stations, the capital
expenditure of eAccess will be large in FY2014,
but after FY2015, it will be able to keep capex
within operating cash flow.
39
Impact on the Cash Flow
・ We are planning to take on
approx. 280 billion yen of interestbearing debt (consolidated basis) which
would be repayable from Yahoo Japan
Corporation’s annual free cash flow of
130 billion yen*.
*
Estimation for FY2013
・ We don’t need additional loans for this
project.
40
Image of Profit Growth
Internet Carrier
Business
330
billion yen
e-Commerce
Strategy
165
billion yen
Advertising
and Others
2012.3
41
201X.3
June Launch
42