At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary VI-VI-VI.COM Co., Ltd. into the Company, effective October 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, since starting “Rakuten Salon”, a hair salon reservation service in June 2012, specialized in online search and reservations of hair salons, has expanded the convenience for both salons and users, and has steadily increased the number of salons on its site. In addition, in February 2014, the second largest hair salon search site “vi-vi-vi.com” managed by VI-VI-VI.COM Co., Ltd., became a wholly owned subsidiary.
Since then, both companies have co-operated and offered services to users with high levels of convenience, but decided that a merger would produce more efficiencies in systems and human resources, and more synergies with the various Internet services of the Rakuten Group.
From hereonin, “Rakuten Salon” and “vi-vi-vi.vom” shall be merged, and with a further increase in users and more convenience of the site, the Group aims to become the no. 1 in this industry in Japan.
2. Summary of merger
(1) Schedule
Merger resolution by the Board of Directors August 4, 2014
Merger contract date August 4, 2014
Expected merger date (effective date) October 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, VI-VI-VI.COM Co., Ltd. is proceeding with the merger without receiving approval at the Annual General Shareholders Meeting.
(2) Merger method
The Company shall be the surviving company under absorption-type merger, and VI-VI-VI.COM Co., Ltd. shall be dissolved.
(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
VI-VI-VI.COM Co., Ltd. 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) |
VI-VI-VI.COM Co., Ltd. (Company absorbed in absorption type merger) (as of December 31, 2013) |
|
Head Office |
4-12-3 Higashishinagawa, Shinagawa-ku, Tokyo |
1-19-15 Ebisu, Shibuya-ku, Tokyo |
|
Representative |
Hiroshi Mikitani |
Kunihiko Oba |
|
Main business |
Internet services |
Web media |
|
Shareholders’ Equity |
109,530 million yen |
15 million yen |
|
Date of establishment |
February 7, 1997 |
January 22, 2007 |
|
Outstanding no. of shares |
1,323,863,100 shares |
1,100 shares |
|
Fiscal Year End |
December 31 |
December 31 |
|
Major 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 |
|
|
VI-VI-VI.COM Co., Ltd. (Non-consolidated, J-GAAP) |
|
Fiscal Year |
Year ended December 31, 2013 |
|
Net assets (million yen) |
25 |
|
Total assets (million yen) |
120 |
|
Net assets per share (yen) |
22,941.93 |
|
Sales (million yen) |
362 |
|
Operating loss (million yen) |
1 |
|
Ordinary loss (million yen) |
2 |
|
Net loss (million yen) |
2 |
|
Loss per share (yen) |
2,227.37 |
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.