What If Buy: What If Rakuten Group Acquired SoftBank (9434) - Part 3

Chapter 12: Beyond the Fax... Paper as the Final Capital Apparatus

One week after the acquisition announcement, an envelope was mailed from Kasumigaseki and arrived on the 19th floor of Rakuten's headquarters.

Inside the envelope was a 'Notice of Important Contract' from SoftBank Corp. (9434). Everything was on paper. And at key points, there were even handwritten annotations.

'Is this... a world where things are still sent by fax?'

A young M&A associate frowned. Seeing this, Mine Ogami felt a sudden emotion close to nostalgia.

'Yes, that's right. This is a magic circle of paper. It is an offline occult device that capitalism has relied on until the very end.'

Despite being a symbol of cutting-edge communication infrastructure, the foundation of its contracts was still composed of paper and faxes. That contradiction, which seemed anachronistic, was also the essence of the company known as 9434.

Contracts, customer lists, memoranda with base station landowners—everything was on paper. They were recorded on carbon copy slips and stacked in the corners of the office.

In other words, there were indeed areas in this country where paper is stronger.

That afternoon, Mine Ogami was summoned by the General Affairs Department.

'Mr. Ogami, these are 38 boxes of files forwarded from the old SoftBank headquarters.'

Paper, paper, paper. Original faxes, printed emails, and written contracts with business partners. Each one contained trillions of yen in risk and the memories of customers.

Even though digitalization has been called for for a long time, the capital of this country was still clinging to paper.

'This is the final capital apparatus. It's not the cloud. It's the fax. The fax.'

Facing the mountain of documents, with a solemn expression, Mine was convinced.

This battle is neither about the cloud nor AI. What will determine victory or defeat is whether one can decipher the meaning of the seals stamped on paper until the very end. Because the 'capital' of this country is still written on paper.

Chapter 13: Middle Eastern Royalty and the Unfulfilled Dividend Problem... Will the Phantom IRR Return to Sand?

Riyadh, Saudi Arabia, the Abdul family's detached palace. With a chilled date juice in one hand, Prince Faisal Abdul stared silently at his Rakuten Securities account. In his portfolio were shares of 9434, once called the 'Dividend King.' However, they were in the red.

'What does this mean?'

After a long silence, the Prince spoke.

“Why is this “SoftBank Corp. (9434)” not paying quarterly dividends?”

　The interpreter beside him replied.

“Your Highness, due to SBG's financial restructuring, 9434 is currently under the Rakuten umbrella. At the most recent shareholders' meeting, the source of dividends was...”

“No. It is the promised IRR. Masayoshi Son said a 7% guarantee. To think it has gone unfulfilled for years. Is this not fraud?”

　IRR (Internal Rate of Return). For Middle Eastern royal investment divisions, it is the absolute metric for measuring the legitimacy of all projects. Once a guaranteed IRR is impaired, the credit relationship with that counterparty nation itself collapses.

　The aftermath was quietly reaching Japan as well.

　A few days later, in an office at Shibuya Hikarie, Mine Ogami was looking down at a report sent from the Ministry of Foreign Affairs.

“The suspension of 9434's dividends risks becoming an international issue. The Parliamentary Vice-Minister is concerned. A verbal warning has been expressed by the Saudi embassy.”

　She let out a deep sigh. Who would have thought that a single suspension of dividends would become a diplomatic card?

　Japanese executives are still only interested in 'placating domestic shareholders.' But in reality, SoftBank's telecommunications division is already being treated as global collateral. One of the parties holding that collateral was precisely Saudi Arabia and the UAE.

　An urgent response was required. A secret meeting was set up at a certain luxury hotel in Minato-ku, Tokyo, to make contact with the Saudi embassy.

　The participants were Sasaki, CFO of Rakuten Group, the financial officer of 9434, and one other person. A man dressed in a black suit spoke quietly.

“I would like to offer my apologies to Prince Faisal.”

　The one who said this was none other than Masayoshi Son, once called the Crying Baldy.

　The momentum of his founding days had faded from his haggard face, but his eyes, as always, saw through everything.

“The IRR... I could not protect it. But I still have a dream.”

　Sasaki asked back instinctively.

“A dream, you say?”

“It is not about fax machines, accounting, or AI. It is a dream to reboot this country's spiritual assets.”

　Those words echoed heavily in the conference room.

It was neither politics, nor religion, nor capital. Yet, for some reason, everyone present felt as if they had stepped into a strange, complicit relationship.

Far away in Riyadh, Prince Faisal quietly finished his date juice, staring at the IRR on the screen without saying a single word.

Chapter 14: Flow Accounting and Book Value Accounting... How to View Rakuten Mobile on the Verge of Sinking

Shibuya Scramble Square, 46th floor.
No-mine Oogami frowned as she stared at the financial documents displayed on the conference room monitor. Rakuten Mobile's financial statements looked like a sea of blood.

"Is this... all book value?"

Even for her, who had memorized the textbook on book value accounting during her internship at SBG, she was speechless at a case where the divergence from market value was so extreme.

Hundreds of billions of yen poured into base station construction. Most of it remained on the books as assets, still unamortized. However, the reality of those assets was a collection of wind-swept steel towers that no one in the market wanted.

"This is... economically, it is already a dead asset."

The one who muttered this quietly beside her was Tetsuo Takeda, a former Budget Bureau official at the Ministry of Finance who had been invited as a part-time advisor.

"But to erase a dead asset from the books, one must admit that someone killed it."

No-mine kept her mouth shut.

The biggest reason why Japanese listed companies cannot look book value in the eye.
It is precisely because the accounting process known as 'impairment' functions as a tombstone that records management responsibility.

Especially for founder-led companies, the impairment of book value signifies the 'end of a dream'.

"This is no longer a telecommunications company. It's a religion called book value accounting."

Takeda laughed with a hint of irony.

"If I were still active, I would have written a paper titled Book Value Fascism."

"...What should I do?"
No-mine asked. What came back was a single, overly quiet sentence.

"You must balance the books outside of the journal entries."

A few days later, the new accounting framework announced by Rakuten Group became the talk of the town.

"Special Accounting for Revaluation of Spiritual Assets"

An investment that doesn't appear on the books but carries significant social impact... For example, it was an attempt to explicitly state items like rural communication infrastructure and disaster relief support as 'zero book value' assets outside the books, and publish them as supplementary financial materials.

Visualizing responsibility outside the books.

That was the first social implementation of the 'ethical accounting' that Mine Ogami had conceived and secretly nurtured in the underground of Shibuya.

Securities analysts scoffed at it. However, the entity that cited that material was an unexpected one that no one had predicted.

It was the state-owned investment arm of Saudi Aramco.

Chapter 15: Laughing Book Value, Crying Market Value... At the End of the M&A Game of Old Maid

"In a financial world driven by market valuation, book value cannot possibly be valid."

That was the verdict of Walter Yamamoto, an analyst at Morgan Cerberus Securities. In an English report for overseas investors, he cut through Rakuten Group's 'spiritual asset accounting' with a single stroke.

"This is not IFRS. This is a Buddhist balance sheet."

However, ironically, that report became the catalyst for making global investors aware of Japan's unique book value philosophy.

Meanwhile, Middle Eastern royalty were in an uproar.
It is true that Aramco's state-owned investment arm had been carefully reading the materials on Rakuten's 'Special Account for Spiritual Asset Revaluation,' and it was an emerging conglomerate in Abu Dhabi that found a hint of a new reconciliation there.

"This is not a requiem for the Lost 30 Years, but for abandoned values."

That is what they said.

Before long, acquisition negotiations for SoftBank Corp. (9434) began in earnest. The potential buyers were Rakuten Group, which had partnered with a sovereign wealth fund; Kowloon Capital, a family office based in Hong Kong; and the 'Bald Mountain Investment Organization,' an AI fund led by Masayoshi Son, who is rumored to be the mastermind behind the underground mahjong saga.Bald Mountain Investment Organization.

The stage for the M&A expanded from Shibuya to Kasumigaseki, and further to Riyadh.

However, there was something unsettling about this deal.
No one had decided 'how much to buy it for.'

"Are we buying at book value, market value, or delusional value?"

The moment Mine Ogami whispered that, the fax machine on her desk began to ring.

[Confidential Communication] FROM: Masayoshi Son (The Crying Bald) Subject: Book value does not die. It just multiplies outside the books.

Chapter 16: Goodwill and Noren... The Ghosts Surrounding Goodwill

"Goodwill is a shop curtain. And Noren is Noren Halman."

When Mine Ogami said that, not a single person in the company understood what he meant.

A shop curtain (noren) is the reason why a long-established store is a long-established store. It is the accumulated trust and reputation itself. And Noren Halman is a
giant of goodwill in IFRS (International Financial Reporting Standards), and his papers have been cited many times in SoftBank's past acquisition dramas.

In the spring of 2026, Rakuten Group's financial meeting was enveloped in unprecedented excitement.
The intrinsic value of communication infrastructure, impairment risk, brand power, customer base, and the greatest mystery of all: the justification for goodwill.

"You cannot put a price tag on that goodwill. Because it is faith."

Mine said so.

A massive amount of goodwill generated from the holding of 9434 was dormant on SBG's balance sheet. However, it would be placed on the chopping block for valuation once again due to the sale.

In other words, the fact that a price was being put on goodwill meant that a new price tag was about to be attached to the story of SoftBank.

Around that time, the Crying Bald was at a temple in Kyoto.

He said quietly.

"Goodwill has value precisely because it sways in the wind."

This was no longer bookkeeping.
This was no longer even M&A.

This was a feast of ghosts, swaying between accounting and faith.

Chapter 17: The FAX Oracle and the Opening of the Goodwill Conference

Rakuten Group Headquarters, Shibuya Scramble Square.
An eerie silence drifted through the conference room.

"...The FAX has arrived."

A young employee handed over the paper with a tense expression.
There was no addressee, only a single sentence written on it.

"Goodwill is the dream of a ledger. Should dreams be impaired?"

The sender was unknown, but everyone sensed it.

That it was an oracle sent by Masayoshi Son, the Crying Bald, via the anachronistic communication method of a FAX.

"This is a warning."

Ogami no Mine said.

"Do not set the goodwill for the acquisition lightly. He is watching."

That afternoon, an emergency 'Goodwill Meeting' was convened.
The agenda was singular: how to handle the goodwill in the event of an acquisition of SoftBank Corp. (9434).

The finance department was busy with the fair value assessment of assets and the estimation of brand value.

However, the atmosphere in the conference room was heavy.

"What if the market deems the goodwill of this acquisition to be overvalued?"
"Rakuten's securities report would have to incorporate massive impairment risks."
"If that happens, the stock price will fall, and the banking syndicate will begin a revaluation of collateral."
"Credit will collapse. And in the end, as usual, it will be a fax hell."

Ogami no Mine stood up and wrote the composition on the conference room whiteboard.

Book value of goodwill: 1.5 trillion yen
Fair value of communication equipment: 700 billion yen
Customer base premium: 300 billion yen
Unrealized AI business concept: 500 billion yen (no basis)

"Goodwill is the price of faith in accounting."

"But aren't we just estimating the cost of extending the life of a fantasy of Masayoshi Son right now?"

Everyone in the room fell silent.

A fax arrived again.

"A ledger without faith has no value. Yet, faith is the greatest liability."

Chapter 18: The Day the Goodwill Cracked... The Crisis of Mutual Destruction for the Rakuten-Son Allied Forces

May 1, 2026.
On this day, later called 'Goodwill Day,' a joint press conference between Rakuten Group and SoftBank Group was scheduled.

However, the situation took a turn beyond expectations.

The previous night, the Financial Services Agency made a move.
The suddenly announced temporary notice stated the following:

"Re-evaluate the validity of assets regarding goodwill in past telecommunications infrastructure acquisitions."

Although no company name was mentioned in the notice, it was clear from the context that it was targeting 9434.

Rakuten's IR office turned red in an instant, and short sentences resembling screams flew across the internal chat.

“F, F, F, FAX has arrived,” “Is it the bald guy again?”, “A surprise FAX bomb from the Financial Services Agency.”

Ogami no Mine was recalling the face of that weeping bald man. Hong Kong, Berlin, Dubai, and Shibuya. Everywhere he went, he sent oracles by FAX, a renegade monk of the AI myth who had shattered the illusions of acquirers.

And this time, the words he unleashed were these:

“Do not buy time with goodwill. You are disguising the future in your accounting.”

The acquisition scheme built by Rakuten and SBG was predicated on 1.8 trillion yen in goodwill. But due to the expression of doubt from the Financial Services Agency, that figure collapsed in an instant.

Two hours before the press conference. An emergency 're-estimation meeting' held on the top floor of the Shibuya tower was also attended by the audit firm.

“We must reduce goodwill by more than 500 billion yen.” “In other words... are you admitting that the acquisition price of SB Telecom itself was overvalued?” “Worse, the Rakuten telecommunications subsidiary after consolidation will start from the beginning of the fiscal year already burdened with

goodwill impairment.

Ogami no Mine muttered to himself.

“Goodwill is a dream. But if it was Son who sold that dream... was it I who bought it?”

2:00 PM. Even when the time for the press conference arrived, Rakuten Chairman Hiroshi Mikitani did not appear. Instead, only a single sheet of paper was distributed to the press.

“Today's press conference is cancelled. The reason is due to a FAX.”

Every financial reporter present understood.

The goodwill had ruptured.

Chapter 19: FAX and Reverse Leverage... The Hidden Wiring of Capitalism

The sender of that FAX was unknown.

However, the writing style, the phrasing, the quirks... anyone in the financial industry could feel the finger of the sender.

At the beginning, a cryptic sentence was printed in blurring dots.

“Goodwill, that is faith. Acquisition, that is a rite of passage.”

The following fine-print text calmly described the dismantling procedure for the overly vivid, window-dressed accounting structure.

Hiroshi Mikitani gripped the paper in silence.
Beside him, Omine narrowed his eyes, probing for the narrator lurking at the bottom of the text.

“Justifying acquisition costs is nothing more than a price tag on an illusion. When the illusion peels away, goodwill is impaired, and reverse leverage becomes reality.”

The word Masayoshi Son had always loved: “Leverage.”
As its flip side, the term “reverse leverage” appeared repeatedly in the fax.

The structure was as follows.

Acquire assets.
Asset value is inflated as “goodwill.”
The books swell, and the stock price rises.
Use that as collateral to borrow even more.
Further acquisitions, further goodwill... this is the positive spiral.

But once it rotates in reverse, the flow changes in an instant.

Goodwill → Impairment → Reverse Leverage → Downgrade → Inability to Borrow → Collapse

This hidden circuitry was the “circuit of capitalism” that the sender of the fax was describing.

From that day on, the term “reverse leverage” became a new slang in the financial world.

“Looks like Mikitani got hit with reverse leverage.”
“If a fax arrives from the Bald One now, it’s a guaranteed entry into reverse leverage.”
“Isn’t that accounting treatment a reverse leverage case?”

...Everyone feared it. The danger of borrowing from the illusion of the future through accounting entries.

And the story did not end there.

At the end of the fax, written in what looked like handwriting, were these words:

“You are still recording inventory of dreams. The next thing I will take is the future.” ...Signed, The Weeping Bald One

(To be continued)

Rintaro Takechi