At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary RS Empowerment, Inc., an investment business, into the Company effective October 1, 2019, 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 optimize management resource allocation.
2. Summary of merger
Merger resolution by the Board of Directors July 26, 2019
Merger contract date July 26, 2019
Expected merger date (effective date) October 1, 2019
(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, RS Empowerment, 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 RS Empowerment, 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
RS Empowerment, Inc. has not issued any subscription rights to shares and any bonds with stock acquisition rights.