DEFA14A: SoftBank to Acquire DigitalBridge for $4 Billion

SoftBank Group Corp. announced a definitive agreement to acquire DigitalBridge Group, Inc. for approximately $4.0 billion, aiming to scale next-generation AI infrastructure.

Summary

• SoftBank Group Corp. will acquire DigitalBridge Group, Inc. for a total enterprise value of approximately $4.0 billion.
• The acquisition price is $16.00 per share in cash for all outstanding common stock of DigitalBridge.
• This represents a 15% premium to DigitalBridge's closing share price on December 26, 2025.
• The offer also represents a 50% premium to DigitalBridge's unaffected 52-week average closing price as of December 4, 2025.
• DigitalBridge will continue to operate as a separately managed platform, led by its current Chief Executive Officer, Marc Ganzi, after the closing.
• The transaction has been unanimously recommended by a special committee of DigitalBridge's Board of Directors and subsequently approved by the full Board.
• The acquisition is driven by SoftBank's mission to realize Artificial Super Intelligence (ASI) and its need for expanded data center and connectivity capacity for AI at scale.
• DigitalBridge manages $108 billion of infrastructure assets, including data centers, cell towers, fiber networks, and edge infrastructure.
• The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by DigitalBridge's stockholders.
• The closing of the transaction is expected in the second half of 2026.

Sentiment

Score: 8

Explanation: The acquisition offers a significant premium to DigitalBridge shareholders and strategically positions SoftBank in the rapidly growing AI infrastructure market. While there are standard merger-related risks, the overall sentiment is highly positive due to the financial benefits for shareholders and strategic alignment for both companies.

Positives

• DigitalBridge shareholders will receive a significant premium of 15% over the December 26, 2025 closing price and 50% over the unaffected 52-week average closing price.
• DigitalBridge gains access to SoftBank's vision, capital strength, and global network, enabling it to accelerate its mission and invest with a longer-term horizon.
• DigitalBridge will maintain operational continuity as a separately managed platform under its current CEO, Marc Ganzi.
• SoftBank strengthens its ability to build, scale, and finance foundational infrastructure for next-generation AI services and applications.
• The acquisition enhances SoftBank's strategic position in the AI sector by securing critical capacity for AI at scale and reinforcing the connectivity layer for AI deployment.

Negatives

• DigitalBridge will cease to be an independent publicly traded company, potentially limiting future independent growth and strategic flexibility.
• The transaction is subject to various closing conditions, including regulatory and stockholder approvals, which introduce uncertainty regarding its timely completion.
• There is a risk of stockholder litigation in connection with the transaction, which could incur significant costs.
• Restrictions during the pendency of the merger may impact DigitalBridge's ability to pursue certain business opportunities or strategic transactions.

Risks

• Uncertainties as to the timing of the Mergers.
• The risk that the Mergers may not be completed on the anticipated terms in a timely manner or at all.
• Failure to satisfy any of the conditions to the consummation of the Mergers, including receiving required approvals of the Mergers by DigitalBridge's stockholders.
• The possibility that competing offers or acquisition proposals for DigitalBridge will be made.
• The possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied, in a timely manner or at all, or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals).
• The occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require DigitalBridge to pay a termination fee.
• The effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on DigitalBridge's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally.
• Risks related to diverting management's attention from DigitalBridge's ongoing business operations.
• The risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement or the outcome of any other legal proceedings that may be instituted against DigitalBridge or SoftBank and/or others relating to the Mergers may result in significant costs of defense, indemnification and liability.
• Certain restrictions during the pendency of the Merger that may impact DigitalBridge's ability to pursue certain business opportunities or strategic transactions.
• Risks that the benefits of the Merger are not realized when and as expected.
• The risk that DigitalBridge's business and/or SoftBank's business will be adversely impacted during the pendency of the acquisition.
• Legislative, regulatory and economic developments.
• General risk factors described in DigitalBridge's Annual Report on Form 10-K for the year ended December 31, 2024, and other SEC filings.

Future Outlook

The acquisition is expected to close in the second half of 2026, subject to customary closing conditions including regulatory and stockholder approvals. SoftBank anticipates the acquisition will strengthen its ability to build and scale foundational infrastructure for next-generation AI services and applications, advancing its vision to become a leading ASI platform provider. DigitalBridge expects to accelerate its mission with greater flexibility and a longer-term investment horizon under SoftBank's ownership.

Management Comments

• Masayoshi Son, Chairman and CEO of SoftBank Group Corp., stated: "As AI transforms industries worldwide, we need more compute, connectivity, power, and scalable infrastructure. DigitalBridge is a leader in digital infrastructure, and this acquisition will strengthen the foundation for next-generation AI data centers, advance our vision to become a leading ASI platform provider, and help unlock breakthroughs that move humanity forward."
• Marc Ganzi, Chief Executive Officer of DigitalBridge, commented: "The buildout of AI infrastructure represents one of the most significant investment opportunities of our generation. SoftBank shares our DNA as builders and long-term investors committed to scaling transformational digital infrastructure. Their vision, capital strength, and global network will allow us to accelerate our mission with greater flexibility, invest with a longer-term horizon on behalf of our investors, and better serve the worlds leading technology companies as they scale their AI ambitions."

Industry Context

This acquisition highlights the increasing strategic importance of digital infrastructure, particularly data centers and connectivity, as foundational elements for the rapid expansion of Artificial Intelligence. SoftBank's move to acquire DigitalBridge, a major player in digital infrastructure asset management, underscores a broader industry trend where technology giants are vertically integrating or acquiring key infrastructure providers to secure capacity and control over the underlying physical assets necessary for AI development and deployment at scale. This positions SoftBank more strongly in the competitive landscape of AI platform providers by enhancing its ability to support its own AI initiatives and those of its portfolio companies.

Legal Proceedings

• The filing mentions the risk of "stockholder litigation in connection with the transactions contemplated by the Merger Agreement or the outcome of any other legal proceedings that may be instituted against the Company or SoftBank and/or others relating to the Mergers may result in significant costs of defense, indemnification and liability."

Stakeholder Impact

• Shareholders (DigitalBridge): Will receive $16.00 per share in cash, representing a significant premium, leading to a positive financial outcome.
• Employees (DigitalBridge): DigitalBridge will continue to operate as a separately managed platform, led by Marc Ganzi, suggesting continuity in leadership and potentially operations, which could mitigate immediate employee disruption.
• Customers/Suppliers (DigitalBridge): The announcement states the transaction's effect on relationships with customers and suppliers is a risk factor, implying potential impact, though the intent is to better serve technology companies scaling AI ambitions.
• SoftBank Group: Gains a leading global alternative asset manager in digital infrastructure, strengthening its position in AI infrastructure and advancing its ASI mission.

Next Steps

• DigitalBridge and SoftBank intend to file relevant materials with the SEC, including a proxy statement on Schedule 14A.
• DigitalBridge will mail the definitive Proxy Statement and a proxy card to its security holders.
• The transaction is subject to receipt of regulatory approvals.
• The transaction is subject to approval by DigitalBridge's stockholders.
• The transaction is expected to close in the second half of 2026.

Key Dates

Recommendation

For DigitalBridge shareholders, the acquisition offers a substantial premium (15% over recent closing, 50% over unaffected 52-week average), making it a strong buy for those looking to capitalize on the immediate cash payout. For SoftBank, this is a strategic acquisition that significantly enhances its capabilities in the critical AI infrastructure sector, positioning it for long-term growth in a transformative industry.

Keywords

DigitalBridge, SoftBank, acquisition, merger, digital infrastructure, data centers, cell towers, fiber networks, edge infrastructure, AI infrastructure, Artificial Super Intelligence, DBRG, M&A