At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Book Service Co., Ltd. which provides telephone order OEM for publishers, into the Company effective December 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.
- Purpose of merger
The company decided the merger to increase operational efficiencies and to improve the quality of its books business. - Summary of merger
(1) Schedule
Merger resolution by the Board of Directors October 10, 2019
Merger contract date October 10, 2019
Expected merger date (effective date) December 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, Book Service 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 Book Service 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
Book Service Co., Ltd. has not issued any subscription rights to shares and any bonds with stock acquisition rights. - Overview of companies in merger (As of December 31, 2018)