July 26, 2019
  • RAKUTEN, INC.

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

 

  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

(1)  Schedule

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.

 

3. Overview of companies in merger        

Company name

Rakuten, Inc.
(Company surviving absorption type merger)

RS Empowerment, Inc.
(Company absorbed in absorption type merger)

Head office

1-14-1 Tamagawa,
 Setagaya-ku, Tokyo

1-14-1 Tamagawa,
 Setagaya-ku, Tokyo

Representative

Hiroshi Mikitani

Hiroshi Takasawa

Main business

Internet services

Acquisition and holding of securities

Shareholders’ equity

205,924 million yen

66 million yen

Date of establishment

February 7, 1997

November 28, 2007

Outstanding no. of shares

1,434,573,900 shares

13,100 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 16.75%
Hiroshi Mikitani 13.04%

Rakuten, Inc. 100%

 

Business results                     

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2018

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

774,473

Total assets (million yen)

7,345,002

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

572.83

Revenues (million yen)

1,101,480

Operating income (million yen)

170,425

Income before income tax (million yen)

165,423

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

142,282

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

105.43

 

 

RS Empowerment, Inc.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2018

Net assets (million yen)

2,491

Total assets (million yen)

3,114

Net assets per share (yen)

190,198

Sales (million yen)

85

Operating income (million yen)

66

Ordinary income (million yen)

66

Net income (million yen)

65

Net income per share (yen)

5,033

(Note)    The fiscal year of RS Empowerment, Inc. ended December 31, 2018 comprises the financial results for nine months between April 1- December 31, 2018 because of the change in fiscal year.

 

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.

*Please note that the information contained in press releases is current as of the date of release.

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