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SoftBank Closes USD 3.3bn Acquisition of Fortress Investment Group.

MANews-(C)2009-2017

28 December 2017 - Japanese telecommunications and Internet company SoftBank Group Corp. has closed its acquisition of US-based investment firm Fortress Investment Group LLC (NYSE: FIG) for approximately USD 3.3bn in cash, the companies said.

This deal was announced in February.

Under the terms of the merger agreement, each Fortress class A shareholder will receive USD8.08 per share, which represents a premium of 38.6% to the closing price of Fortress class A common stock on 13 February 2017, and a premium of 51.2% to Fortress's 3-month volume-weighted average price, excluding dividends.

In addition, each Fortress class A shareholder may receive up to two regular quarterly dividends prior to the closing, each in an amount not to exceed USD 0.09 per class A Share.

Fortress will operate within SoftBank as an independent business headquartered in New York, and SoftBank is committed to maintaining a leadership, business model, brand, personnel, processes and culture that have supported Fortress's success to date.

The SoftBank Group is a global technology company. The SoftBank Group is comprised of the holding company SoftBank Group Corp. (TOKYO: 9984) and its global portfolio of companies, which includes advanced telecommunications, Internet services, AI, smart robotics, IoT and clean energy technology providers.

In September 2016, ARM Holdings plc, the world's leading semiconductor IP company, joined the SoftBank Group.

Fortress Investment Group LLC is a global investment firm with 1,100 employees and USD 70.1bn in assets under management as of 30 September 2016.

Founded in 1998, Fortress manages assets on behalf of over 1,750 institutional clients and private investors worldwide across a range of private equity, credit, real estate and traditional asset management strategies. Fortress is publicly traded on the New York Stock Exchange (NYSE: FIG).

J.P. Morgan Securities LLC acted as financial advisor, Weil, Gotshal and Manges LLP and Kirkland and Ellis LLP provided legal counsel, and KPMG LLP acted as accounting and tax advisor to SoftBank.

Morgan Stanley and Co. LLC acted as financial advisor, and Skadden, Arps, Slate, Meagher and Flom LLP provided legal counsel to Fortress. Paul, Weiss, Rifkind, Wharton and Garrison LLP provided legal counsel to the Fortress Principals.

Evercore acted as financial advisor, and Davis Polk and Wardwell LLP provided legal counsel to a special committee of Fortress's board of directors.

Country: USA

Sector: Banking/Financial Services

Target: Fortress Investment Group

Buyer: SoftBank Group Corp

Vendor:

Deal size in USD: 3.3bn

Type: Corporate Acquisition

Financing: Cash

Status: Closed

Buyer advisor: J.P. Morgan Securities , Weil, Gotshal and Manges , Kirkland and Ellis , KPMG LLP

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Publication:M & A Navigator
Date:Dec 28, 2017
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