At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Lubic Co., Ltd. into the Company, effective March 1, 2015, as outlined below. Since this merger is a simplified merger of a wholly-owned subsidiary, the disclosure of certain items and details has been omitted.
1. Purpose of merger
Rakuten Group, since starting “Rakuten Beauty”*, a hair salon reservation service in June 2012, specialized in online search and reservations of hair salons, has expanded the convenience for both salons and users, and has steadily increased the number of salons on its site. In addition, in November 2014, in order to expand the service categories operated by Rakuten Beauty, the beauty portal site “b-colle.jp” managed by Lubic Co., Ltd. became a wholly owned subsidiary.
The company believes that the strengths and customer base of Rakuten Beauty and b-colle.jp have already been bolstered, and decided that a merger would produce more synergies with the various Internet services of the Rakuten Group.
From hereonin, “Rakuten Beauty” and “b-colle.jp” shall merge their services, and with a further increase in users and more convenience of the site, the Group aims to become the no. 1 in this industry in Japan.
* Name changed from “Rakuten Salon” to “Rakuten Beauty” effective December 16, 2014
2. Summary of merger
(1) Schedule
Merger resolution by the Board of Directors December 22, 2014
Merger contract date December 22, 2014
Expected merger date (effective date) March 1, 2015
(Note 1) According to simplified merger rules in Company Law article 796 clause 3, the Company is proceeding with the merger without receiving approval at the General Shareholders Meeting.
(Note 2) According to short form merger rules in Company Law article 784 clause 1, Lubic Co., Ltd. is proceeding with the merger without receiving approval at the General Shareholders Meeting.
(2) Merger method
The Company shall be the surviving company under absorption-type merger, and Lubic 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
Lubic Co., Ltd. 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. |
Lubic Co., Ltd. |
|
Head Office |
4-12-3 Higashishinagawa, Shinagawa-ku, Tokyo |
3-20-9 Toyosaki, |
|
Representative |
Hiroshi Mikitani |
Keiichi Hiranuma |
|
Main business |
Internet services |
Beauty portal site |
|
Shareholders’ Equity |
109,530 million yen |
10 million yen |
|
Date of establishment |
February 7, 1997 |
November 20, 2007 |
|
Outstanding no. of shares |
1,323,863,100 shares |
200 shares |
|
Fiscal Year End |
December 31 |
October 31 |
|
Major shareholders
|
Crimson Group 17.1% |
Rakuten, Inc. 100% |
Business Results
|
|
Rakuten, Inc. |
|
Fiscal Year |
Year ended December 31, 2013 |
|
Total equity attributable to owners of the parent company (million yen) |
300,063 |
|
Total assets (million yen) |
3,209,808 |
|
Total equity attributable to owners of the parent company per share (yen) |
227.70 |
|
Revenues (million yen) |
518,568 |
|
Operating income (million yen) |
90,244 |
|
Income before income tax (million yen) |
88,610 |
|
Net income attributable to owners of the parent company (million yen) |
42,900 |
|
Net income attributable to owners of the parent company per share (yen) |
32.60 |
|
|
Lubic Co., Ltd. |
|
Fiscal Year |
Year ended October 31, 2013 |
|
Net assets (million yen) |
8 |
|
Total assets (million yen) |
28 |
|
Net assets per share (yen) |
41,934.78 |
|
Sales (million yen) |
193 |
|
Operating loss (million yen) |
1 |
|
Ordinary loss (million yen) |
2 |
|
Net loss (million yen) |
2 |
|
Loss per share (yen) |
11,906.75 |
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.