facilitated a euro 900 million ($1 billion) convertible bond deal for the German
firm. Without requiring any SoftBank cash, the deal appeared to give the company’s stamp of approval to Wirecard, which had faced scrutiny over its accounting for years before admitting that euro 1.9 billion had gone missing from its accounts. Wirecard’s shares soared more than 25 per cent between the announcement of the tie-up and its signing.
The outlines of this offering emerged in April 2019. It was eventually sold to Mubadala Investment Co. — Abu Dhabi’s sovereign fund, and the second biggest backer of the Vision Fund after Saudi Arabia’s Public Investment Fund — as well as a few senior SoftBank employees, according to the Financial Times.
This instrument gave investors the option to convert their holdings into 6.9 million Wirecard shares, or 5.6 per cent of the company at the time, at euro 130 per share — just over a 5 per cent premium. To convince its existing holders to accept this dilution, Wirecard talked at length of the “economic benefits” of a strategic partnership with SoftBank, from geographic expansion into Japan and South Korea, to access to the Vision Fund’s vast portfolio, according to an invitation to Wirecard’s annual general meeting last June.
“The potential on the equity side is much, much higher than the potential dilution,” then-CEO Markus Braun, who has since resigned, said at the time of the announcement. SoftBank echoed similar sentiments. But shortly after September 18, 2019 — when the firms’ strategic tie-up was signed, and Wirecard’s stock was trading at euro 158 per share — Credit Suisse Group repackaged and resold those instruments, which were issued just hours before, to a broader group of investors at substantially less attractive terms. Mubadala et al got some of their Wirecard stake for free, thanks to SoftBank.
Now that Wirecard has filed for insolvency, one can’t help wondering why SoftBank got involved in the first place. After a series of high-profile due diligence errors, SoftBank can ill afford any brush with a company battling corporate governance issues. This question is particularly relevant right now, because the Japanese tech giant is rapidly closing its conglomerate discount through aggressive share buybacks and sales of its most prized assets.
On March 23, founder Masayoshi Son
unveiled a 4.5 trillion yen ($42 billion) asset sale and an additional 2 trillion yen share repurchase over the next year. SoftBank’s conglomerate discount has since narrowed to just 29 per cent, compared with 65 per cent during its mid-March low, according to Bernstein Research. On average, SoftBank sported a valuation discount of 38 per cent after the initial closing of the Vision Fund in 2017, using the firm’s methodology.
SoftBank has more than doubled in market value since mid-March, and is now up 15 per cent for the year. But once the firm sells off its best holdings, its net-asset-value discount is only set to widen again. Such metrics reflect business behavior, history, strategy and vision, all of which are getting worse at SoftBank. As the Wirecard drama unfolds, it may well turn into this year’s WeWork, another public-relations disaster for Son.