October 10, 2019
  • RAKUTEN, INC.

Announcement of Merger (Simplified Merger and Short form Merger) of Wholly-Owned Subsidiary Book Service Co., Ltd.

 

 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.

  1. Purpose of merger
     The company decided the merger to increase operational efficiencies and to improve the quality of its books business.

  2. 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.

  3. Overview of companies in merger (As of December 31, 2018)

Company name

Rakuten, Inc.

(Company surviving absorption type merger)

Book Service Co., Ltd.

(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

Katsushi Kawakubo

Main business

Internet services

Telephone order OEM for publishers

Shareholders’ equity

205,924 million yen

50 million yen

Date of establishment

February 7, 1997

October 14, 1986

Outstanding no. of shares

1,434,573,900 shares

3,100 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

 

 

 Book Service Co., Ltd.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2018

Net assets (million yen)

94

Total assets (million yen)

120

Net assets per share (yen)

30,487

Sales (million yen)

97

Operating loss (million yen)

(41)

Ordinary loss (million yen)

(10)

Net loss (million yen)

(10)

Net loss per share (yen)

(3,536)

 

  1. 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. 

  1. 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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