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April 19, 2014
  • Rakuten, Inc.

Announcement of Merger (Simplified Merger and Short form Merger) of Wholly-Owned Subsidiary Rakuten Logistics, Inc.

At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to  merge its wholly-owned consolidated subsidiary Rakuten Logistics, Inc. into the Company, effective July 1, 2014, as outlined below. Since this merger is a simplified merger of a wholly-owned subsidiary, the disclosure of certain items and details has been omitted.

 

1. Purpose of merger

Rakuten Group, in order to support the growth of B2B2C (marketplace) e-Commerce, and in order to raise the levels of satisfaction of users of our group services, has made efforts to improve the quality of delivery through the improvement of our logistics services. As part of this, Rakuten Logistics, Inc. has covered our group services such as "Rakuten Books", "Kenko.com", and “Rakuten 24” for its e-Commerce logistics services, and for “Rakuten Ichiba” which is the core service of the Company where merchants can open their stores, “Rakuten Super Logistics” has offered general fulfillment and logistics services according to value added services like the receiving and shipping of products, storage, inventory control, packing, delivery, customer service, gift services and dealing with returned goods.

 Through this business reorganization, the Rakuten Super Logistics, including the logistics-related assets of Rakuten Logistics, Inc. will be merged with the Company, so the management and supply of a more efficient logistics service can be offered through the unification of Rakuten Ichiba and other services of the Company. We aim to build a structure where we can meet the various logistics services needs of our users and business partners.

 

2. Summary of merger

(1)  Schedule

Merger resolution by the Board of Directors     April 19, 2014

Merger contract date                                     April 19, 2014

Expected merger date (effective date)           July 1, 2014

(Note 1)  According to simplified merger rules in Company Law article 796 clause 3, the Company is proceeding with the merger without receiving approval at the Annual General Shareholders Meeting.

(Note 2)  According to short form merger rules in Company Law article 784 clause 1, Rakuten Logistics, Inc. is proceeding with the merger without receiving approval at the Annual General Shareholders Meeting.

(Note 3) This merger is on the precondition of the Consigned Freight Forwarding Business Act article 29 clause 2.

 

(2)  Merger method

The Company shall be the surviving company under absorption-type merger, and Rakuten Logistics, Inc. shall be dissolved. In addition, Rakuten Logistics, Inc. is currently insolvent, and prior to this merger, the Company shall write-off the loan receivable from  Rakuten Logistics, Inc., and plans to eliminate the insolvency.

(3)  Merger ratio

Since this will be a merger of a wholly-owned subsidiary, there will be no issuance of new shares,  no increase in shareholders’ equity, and no payment for the merger.

(4) Handling of subscription rights to shares and bonds with the dissolved company

Rakuten Logistics, Inc. has not issued any subscription rights to shares and any bonds with stock acquisition right.

 

3. Overview of companies in merger

Company name

Rakuten, Inc.

(Company surviving absorption type merger)

(as of December 31, 2013)

Rakuten Logistics, Inc. (Company absorbed in absorption type merger)

(as of December 31, 2013)

Head Office

4-12-3 Higashishinagawa, Shinagawa-ku, Tokyo

4-12-3 Higahshishinagawa, Shinagawa-ku, Tokyo

Representative

Hiroshi Mikitani

Hiroshi Etani

Main business

Internet services

Logistics services for merchants and others on Internet shopping malls

Shareholders’ Equity

109,530 million yen

2,250 million yen

Date of establishment

February 7, 1997

March 19, 2010

Outstanding no. of shares

1,323,863,100 shares

45,000 shares

Fiscal Year End

December 31

December 31

Main shareholders

(as of December 31, 2013)

Crimson Group 17.1%

Hiroshi Mikitani 13.3%

Haruko Mikitani 10.0%

Rakuten, Inc. 100%

 


Business Results

 

Rakuten, Inc.

(Consolidated, IFRS)

Fiscal Year

Year ended December 31, 2013

Total equity attributable to owners of the parent company (million yen)

300,063

Total assets (million yen)

3,209,808

Total equity attributable to owners of the parent company per share (yen)

227.70

Revenues (million yen)

518,568

Operating income (million yen)

90,244

Income before income tax (million yen)

88,610

Net income attributable to owners of the parent company (million yen)

42,900

Net income attributable to owners of the parent company per share (yen)

32.60

 

 

Rakuten Logistics, Inc.

(Non-consolidated, J-GAAP)

Fiscal Year

Year ended December 31, 2013

Net assets (million yen)

(5,375)

Total assets (million yen)

4,379

Net assets per share (yen)

(119,458.92)

Sales (million yen)

6,419

Operating loss (million yen)

3,868

Ordinary loss (million yen)

3,949

Net loss (million yen)

6,598

Loss per share (yen)

146,624.12

 

4. Post-merger details

Following this merger, there are no changes to the business name, head office, title and name of Representative, main business, shareholders equity and fiscal year end of the Company.

 

5. Impact on business results

Since this is a merger of a wholly-owned subsidiary, the impact on Rakuten Group consolidated revenues, operating income, and income before income tax is limited.

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