SOFTBANK CORP. (TSE:9984) entered into definitive agreement to acquire 55.36% stake in Sprint Nextel Corp. (NYSE:S) for $12.1 billion in cash on October 15, 2012. SOFTBANK will acquire shares at an offer per share of $7.3 per share. The transaction is fully funded by cash at hand and a bridge financing facility arranged and underwritten by Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch. SOFTBANK must pay Sprint a termination fee of $600 million if the merger does not close because SOFTBANK does not obtain financing. Sprint must pay SOFTBANK a termination fee of $600 million if Sprint accepts a superior offer by a third party and Sprint must pay up to $75 million of SOFTBANK's expenses if Sprint's shareholders do not approve the transaction at their shareholder meeting. Sprint's current Chief Executive Officer, Daniel R. Hesse will be the Chief Executive Officer of New Sprint. New Sprint will have a Board of Directors of 10 members, including three members from the current Sprint's Board of Directors as well as the Chief Executive Officer and six Directors appointed by SoftBank. Sprint's headquarters will continue to be in Overland Park, Kansas. The transaction is subject to approval by Sprint shareholders, customary antitrust, effectiveness of the registration statement, Hart-Scott-Rodino Antitrust Improvements Act, Defense Security Ser vices approval, listing of shares on the New York Stock Exchange, Federal Communications Commission and other regulatory approvals and the satisfaction or waiver of other closing conditions, including accuracy of representations and warranties. The transaction has been approved by Boards of Directors of SOFTBANK and Sprint. As of December 6, 2012, the Antitrust Division of the United States Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the HSR Act. As on December 17, 2012, Board of Directors of SOFTBANK approved the execution of a bridge loan agreement. SOFTBANK will invest approximately $20.1 billion in Sprint Nextel in connection with the transaction. As on March 12, 2013, SOFTBANK has decided to reduce the maximum total amount of borrowing under the bridge loan agreement for the transaction from ¥1.7 billion ($21 billion) to ¥1.3 billion ($16.4 billion). On April 12, 2013, it was notified that the shareholders, who have not elected for consideration, will receive cash consideration for their shares. The transaction is expected to close on July 1, 2013. As of April 15, 2013, Dish Network Corp. made an offer to acquire Sprint Nextel for $21.1 billion in cash and stock. As of April 29, 2013, SoftBank confirmed that at the request of the Special Committee it has provided Sprint with a limited waiver of certain provisions of the merger agreement. The waiver allows Sprint to enter into a non-disclosure agreement with Dish. Sprint's special stockholder meeting is to be held on June 12, 2013. As on May 23, 2013, the transaction was approved by California state commission. As of May 28, 2013, the Committee on Foreign Investment in the United States, completed its investigation of the transaction and said there are no unresolved national security issues relating to the transaction.

On June 10, 2013 the merger agreement was amended, as per which SOFTBANK will acquire 71.9% stake for $16.6 billion. SOFTBANK will deliver an additional $4.5 billion of cash to Sprint stockholders at closing. The current Sprint stockholders' resulting equity ownership in New Sprint will be 22% while SOFTBANK will own approximately 78%. Sprint's special committee and Board of Directors have unanimously approved the amended merger agreement and have unanimously recommended to stockholders to vote in favor of the transaction. The agreement requires Sprint to adopt a shareholder rights plan and increase the non-refundable fiduciary termination fee payable by Sprint to SOFTBANK from $600 million to $800 million. The special committee and Board of Directors have unanimously determined that Dish Network Corporation's proposal is not reasonably likely to lead to a "superior offer" and has set a deadline of June 18, 2013 for Dish to submit a 'best and final' offer. On June 11, 2013, Paulson & Co. Inc. announced that it intends to vote all its shares in favor of the transaction. On June 24, 2013 shareholders of Sprint Nextel Corp. have approved the offer. The transaction is now subject to approval from the Federal Communications Commission to close the deal.

Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch acted as mandated lead arrangers to SOFTBANK. Deutsche Securities Inc., Mizuho Securities Co., Ltd. and The Raine Group LLC acted as financial advisors and Dow Lohnes PLLC, Foulston & Siefkin LLP, Mori Hamada & Matsumoto Law, Ken Siegel and Robert Townsend of Morrison & Foerster, LLP and Potter Anderson & Corroon acted as legal advisors to SOFTBANK CORP. Rothschild Inc., Citigroup Global Markets, Inc. and Winston Meade of UBS Investment Bank acted as financial advisors and Lawler, Metzger, Keeney & Logan, LLC, Kenneth A. Siegel, Robert S. Townsend, David A. Lipkin and Brandon C. Parris of Morrison & Foerster, LLP, Polsinelli Shughart, PC and Thomas Kennedy, Yossi Vebman, Stephanie Teicher, Regina Olshan, Jeremy London and Steven Sunshine of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors to Sprint Nextel. Robert I. Townsend of Cravath, Swaine & Moore LLP acted as legal advisor to Citigroup Global Markets Inc., Rothschild Inc. and UBS Investment Bank. Georgeson Inc. acted as solicitor and information agent for Sprint for a fee of $0.25 million and for Softbank for a fee of $.01 million. Computershare Trust Company acted as transfer agent for Sprint Nextel. UBS Securities LLC will receive a fee of $5 million, of which $2.5 million is paid and the remaining $2.5 million will be paid on closing. Rothschild Inc. will receive a fee of $5 million and Citigroup will receive a fee of $10 million for its services. Morrow & Co. acted as transfer agent to Softbank for a fee of $0.25 million. Gavin Raftery and Shinichiro Kitamura of Baker & McKenzie acted as legal advisors for Mizuho Corporate Bank Ltd., Sumitomo Mitsui Banking Corporation, Bank of Tokyo-Mitsubishi UFJ Ltd. and Deutsche Bank AG. Shearman & Sterling LLP acted as legal advisor and Bingham and Spectrum Management Consulting advised the special committee of Sprint. Goldman Sachs and JP Morgan also served as advisors in the transaction. Credit Suisse acted as financial advisor for Softbank. The currency conversion for the bridge financing has been done from www.oanda.com as of October 15, 2012.

SOFTBANK CORP. (TSE:9984) completed the acquisition of 71.9% stake in Sprint Nextel Corp. (NYSE:S) on July 10, 2013.