At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Rakuten ShowTime, Inc., which is providing its video distribution services, into the Company effective April 1, 2016, as outlined below. Since this merger is an absorption-type merger of a wholly-owned subsidiary, the disclosure of certain items and details has been omitted.
1. Purpose of merger
The company decided the merger to increase operational efficiencies and to improve the quality of its video distribution services.
2. Summary of merger
(1) Schedule
Merger resolution by the Board of Directors January 23, 2016
Merger contract date January 23, 2016
Expected merger date (effective date) April 1, 2016
(Note 1) According to simplified merger rules in Company Law article 796 clause 2, 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 ShowTime, Inc. 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 Rakuten ShowTime, Inc. 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
Rakuten ShowTime, 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. |
Rakuten ShowTime, Inc. |
|
Head office |
1-14-1 Tamagawa, |
1-14-1 Tamagawa, |
|
Representative |
Hiroshi Mikitani |
Toru Shimada |
|
Main business |
Internet services |
Video distribution services |
|
Shareholders’ equity |
203,466 million yen |
480 million yen |
|
Date of establishment |
February 7, 1997 |
October 22, 2001 |
|
Outstanding no. of shares |
1,430,118,400 shares |
9,600 shares |
|
Fiscal year end |
December 31 |
December 31 |
|
Major shareholders and percentage of shares held |
Crimson Group, LLC. 15.83% |
Rakuten, Inc. 100% |
Business results
|
|
Rakuten, Inc. |
|
Fiscal year |
Year ended December 31, 2014 |
|
Total equity attributable to owners of the parent company (million yen) |
421,562 |
|
Total assets (million yen) |
3,680,695 |
|
Total equity attributable to owners of the parent company per share (yen) |
318.74 |
|
Revenues (million yen) |
598,565 |
|
Operating income (million yen) |
106,397 |
|
Income before income tax (million yen) |
104,245 |
|
Net income attributable to owners of the parent company (million yen) |
70,614 |
|
Net income attributable to owners of the parent company per share (yen) |
53.47 |
|
|
Rakuten ShowTime, Inc. |
|
Fiscal year |
Year ended December 31, 2014 |
|
Net assets (million yen) |
2,155 |
|
Total assets (million yen) |
2,865 |
|
Net assets per share (yen) |
224,564 |
|
Sales (million yen) |
3,876 |
|
Operating loss (million yen) |
530 |
|
Ordinary loss (million yen) |
525 |
|
Net loss (million yen) |
598 |
|
Net loss per share (yen) |
62,389 |
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 financial performance is limited.