Filed by Starburst II, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Sprint Nextel Corporation
Commission File No.: 001-04721
Selected Portions of 33rd Annual General Meeting of Shareholders Meeting and Related Presentation Materials. The following slides relate to the SoftBank Corp. 33rd Annual General Meeting of Shareholders Meeting held on June 21, 2013. The meeting was conducted in Japanese with simultaneous English translation. While every effort has been made to provide an accurate translation, there may be typographical mistakes, mistranslations of certain statements, errors, omissions or inaccuracies in the document. SoftBank believes that none of these inaccuracies is material. The related slides used in 33rd Annual General Meeting of Shareholders Meeting are included as an attachment to this transcript. A replay of the 33rd Annual General Meeting of Shareholders Meeting is accessible through SoftBank’s website at www.softbank.co.jp/en/.
| Cautionary Statement Regarding Forward Looking Statements |
This document includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature.
This document contains forward-looking statements relating to the proposed transactions between Sprint Nextel Corporation (“Sprint”) and SoftBank Corp. (“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst II”), and the proposed acquisition by Sprint of Clearwire Corporation (“Clearwire”). All statements, other than historical facts, including, but not limited to: statements regarding the expected timing of the closing of the transactions; the ability of the parties to complete the transactions considering the various closing conditions; the expected benefits of the transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of SoftBank or Sprint; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint’s, Starburst II’s and Clearwire’s filings with the Securities and Exchange Commission (“SEC”), including Sprint’s and Clearwire’s Annual Reports on Form 10-K for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II’s Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013, and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC’s web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such transactions will be realized.
All forward-looking statements contained in this document and the documents referenced herein are made only as of the date of the document in which they are contained, and none of Sprint, SoftBank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
| Subscribers |
100m 97.10m
80m = SoftBank
NTT docomo
60m 61.54m
40m
20m
2006 ’07 ’08 ’09 ’10 ’11 ’12 (FY)
10
| Operating Income |
= SoftBank
NTT
docomo
2005 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13
Subscribers
= SoftBank
NTT
docomo
2006 ’07 ’08 ’09 ’10 ’11 ’12
Smartphone Call Connection Rate
= SoftBank
NTT
docomo
July 24, 2012 May 21, 2013
Surpassed NTT DOCOMO
Subscribers: The charts depict post-closing figures 13
| Question 2 |
Why is SoftBank
Entering US Market?
57
| Population |
320m
130m 2.5x
(Source) the State of the World Population 2012
58
| GDP |
USD 15.1t
USD 5.9t 2.6x
(Source) The World Bank (2011 GDP)
59
| Mobile Subscribers |
350m
140m 2.5x
2001 ’02 ’04 ’06 ’08 ’10 ’12
(Source) US: Wireless Intelligence, Japan : TCA
60
| Common Technologies |
Smartphone
+
LTE
61
Announcement of
SoftBank / Sprint
Strategic Partnership
in October 2012
62
Mobile Revenue
JPY 3.3t
JPY 2.8t
JPY 2.5t JPY 2.5t
JPY2.4t
JPY 2.1t
JPY 1.9t
JPY 1.3t
Global No.3
=SoftBank + EM EMOBILE + WILLCOM + Sprint
China Mobile Verizon SoftBank + Sprint AT&T Vodafone NTT DOCOMO Deutsche Telekom KDDI
*USD 1 = JPY 78 (Oct. 2012)
*Revenue from January to June 2012
63
Subscribers
(m)
100 98.93m 97.10m
80
Verizon
60 NTT DOCOMO 61.54m
40
20
0
2006 ’07 ’08 ’09 ’10 ’11 ’12(FY)
=SoftBank + EM EMOBILE + WILLCOM + Sprint
Closing in on Verizon
*Verizon:Retail Connections
64
Question 3
Can you Give us
an Update on
Sprint Deal?
65
US Regulatory Reviews
U.S. SECURITIES AND EXCHANGE COMMISSION MCMXXXIV
U.S. Securities and Exchange Commissions
THE DEPARTMENT OF THE TREASURY 1789
Committee on Foreign Investment in the US
DEPARTMENT OF JUSTICE
QUI PRO DOMINA JUSTITIA SEQUITUR
Department of Justice
FEDERAL COMMUNICATIONS COMMISSION FCC USA
Federal Communications Commission
On Track to Obtain All Approvals
66
dish
Acquisition Proposal to the Sprint Special Committee
Abandoned
(June 18, 2013)
Big Step Towards Deal Closing
67
Clearwire Board Changed Recommendation
(June 20, 2013)
Support Sprint’s Offer
Discontinued
the negotiation with Dish
Major shareholders support Sprint
68
On Track for Deal Closing
in Early July 2013
=SoftBank
Sprint® TM
69
Question 4
Will the US Business
be Successful?
70
Confident in Success
vodafoneTM < Sprint® TM
71
Subscribers
(m)
vodafoneTM
45
Rapid growth
41.88m
30
Flat
15
0
2002 ’03 ’04
’05
’06 ’07 ’08 ’09 ’10
’11 ’12 (FY)
*Sum of SoftBank Mobile, WILLCOM and EMOBILE.
(m) Sprint TM
100
75
53.54m Already growing
50
25
0
2009 ’10 ’11 ’12 ’13 ’14 ’15 ’16 (FY)
*Sprint platform only.
72
Financials
Operating Income
(JPY bn)
500
400
JPY 467.8bn
vodafoneTM = SoftBank
Almost
300 in red
Turned around
200
100
0
2002 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ‘:
EBITDA
(USD bn)
15
Sprint TM
10
5
0
Turning around
USD 5.2-5.5bn
’06
’07
’08
’09
’10
’11
’12
’13
’14
’15
’16
’17
’18
(FY)
(Forecast)
*Sprint: Adjusted OIBDA
73
Network
vodafoneTM
2GHz / 1.5GHz
No platinum band
Sprint TM
1.9GHz
850MHz
Platinum band
74
Handset Line-up
vodafoneTM
Limited
Sprint®TM
Affluent
75
vodafoneTM
At the Time of Acquisition
Sprint®TM
Flat
Almost in red
Not available
Limited
Subscribers
Financials
Platinum band
Handset line-up
Growing
Turning around
Available
Affluent
76
Moreover,
77
Planning Meetings
78
Maximizing Synergies
1. OPEX reduction
2. CAPEX efficiency
79
1. OPEX Reduction
Number of Smartphones Sold
(m)
28.8
26.9
26.5
13.3
8.5
Verizon AT&T SoftBank Sprint NTT DOCOMO KDDI
Economies of Scale with No.3 Position in Japan & US
*Actual results for FY2012.
Created by SoftBank Corp. based on respective companies’ publicly available information.
*The charts depict post-closing figures
80
1. OPEX Reduction
Network OPEX
IT Cost Reduction
Churn Improvement
Customer Care
81
EBITDA
SPRINT® TM
(USD bn)
15
10
5
0
USD 5.2 - 5.5bn
’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 (FY)
(Forecast)
Synergies in OPEX Reduction
FY2014 - 2017 (annual average)
+ Over USD 2bn
FY2017
+ Over USD 3bn
*EBITDA: Adjusted OIBDA
82
2. CAPEX Efficiency
Mobile CAPEX
$20.4
$11.9 (JPY 1.2t)
$10.8
$9.7
$8.9
$7.5
$3.4
China Mobile SoftBank Sprint AT&T Vodafone (consolidated) Verizon NTT DOCOMO KDDI
Economies of Scale with No.2 Position
*Actual results for FY2012.
Created by SoftBank Corp. based on respective companies’ publicly available information.
1USD = 100yen
*The charts depict post-closing figures
83
2. CAPEX Efficiency
Traffic Management
Core Capacity Build
BBU
TDD-LTE Technology
84
CAPEX
SPRINT ® TM
32-36%
CAPEX Efficiency through Synergies
Before synergies
After synergies
Total sum up to 2017
* SoftBank and Sprint will continue to manage their networks separately, except to the extent such joint management would occur in an arm’s length relationship between carriers
85
Mobile EBITDA Margin
SoftBank 50%
| 50% |
||||||||||
| 40% |
38% |
|||||||||
| 30% |
vodafone |
|||||||||
| 20% |
27% |
|||||||||
| 10% |
||||||||||
| 2002 |
’04 |
’06 |
’08 |
’10 |
’12 |
Sprint® TM
| 50% |
||||||||
| 40% |
37% |
|||||||
| 30% |
||||||||
| 20% |
||||||||
| 10% |
||||||||
| 14% | ||||||||
| 2006 |
’08 |
’10 |
’12 |
Turnaround
86
Question 5
What is the Mid- and Long-term Target?
87
Announcement of
Next 30-Year Vision in 2010
To be Listed in the Global Top 10 Market Cap.
88
Market Cap. Global Ranking (all industries)
| Rank |
Company |
JPY t | ||
| 1 |
Exxon Mobile |
38.8 | ||
| 2 |
Apple |
38.1 | ||
| 3 |
|
28.5 | ||
| 4 |
Microsoft |
27.7 | ||
| 5 |
Berkshire Hathaway |
26.9 | ||
| 6 |
GE |
23.8 | ||
| 7 |
Walmart |
23.4 | ||
| 8 |
PetroChina |
22.9 | ||
| 9 |
Johnson & Johnson |
22.9 | ||
| 10 |
Chevron |
22.4 | ||
| 113 |
SoftBank |
6.6 |
Global
113th
(Source) Bloomberg as of June 20, 2013
89
| JPY 200t (+16%/year) | ||
| Market Cap. |
Global Top10 | |
| (As of June 20, 2013) |
Accelerated
Progress
| JPY 6.6t |
(+20%/year) | |||
| Global 113th |
||||
| JPY 2.7t |
||||
| JPY 0.2t |
Global 217th |
|||
| Global 3,000th |
1994
(IPO)
June, 2010 June, 2013
2040
90
Q&A
= SoftBank
Reason for change of the investment amount in Sprint
Q&A
= SoftBank
Other option in case the Sprint transaction does not close
Q&A
= SoftBank
Making Clearwire a wholly-owned subsidiary of Sprint