At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Fine Trading Co., Ltd. into the Company, effective July 1, 2015, 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 efficiency and improve the quality of the service of the fashion genre in Rakuten Ichiba, an e-commerce site of the Company.
2. Summary of merger
(1) Schedule
Merger resolution by the Board of Directors May 21, 2015
Merger contract date May 21, 2015
Expected merger date (effective date) July 1, 2015
(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, Fine Trading 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 Fine Trading 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
Fine Trading 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. |
Fine Trading Co., Ltd. |
|
Head office |
4-12-3 Higashishinagawa, Shinagawa-ku, Tokyo |
4-12-3 Higashishinagawa, Shinagawa-ku, Tokyo |
|
Representative |
Hiroshi Mikitani |
Masato Takahashi |
|
Main business |
Internet services |
Fashion related e-commerce |
|
Shareholders’ equity |
111,601 million yen |
270 million yen |
|
Date of establishment |
February 7, 1997 |
March 23, 2000 |
|
Outstanding no. of shares |
1,328,603,400 shares |
1,800 shares |
|
Fiscal year end |
December 31 |
December 31 |
|
Major shareholders and percentage of shares held
|
Crimson Group, LLC. 17.1% |
Rakuten, Inc. 100% |
Business results
|
|
Rakuten, Inc. |
|
Fiscal year |
Year ended December 31, 2014 |
|
Total equity attributable to owners of the parent company (million yen) |
421,562 |
|
Total assets (million yen) |
3,680,695 |
|
Total equity attributable to owners of the parent company per share (yen) |
318.74 |
|
Revenues (million yen) |
598,565 |
|
Operating income (million yen) |
106,397 |
|
Income before income tax (million yen) |
104,245 |
|
Net income attributable to owners of the parent company (million yen) |
70,614 |
|
Net income attributable to owners of the parent company per share (yen) |
53.47 |
|
|
Fine Trading Co., Ltd. |
|
Fiscal year |
Year ended December 31, 2014 |
|
Net assets (million yen) |
12 |
|
Total assets (million yen) |
649 |
|
Net assets per share (yen) |
6,712.24 |
|
Sales (million yen) |
350 |
|
Operating income (million yen) |
62 |
|
Ordinary income (million yen) |
61 |
|
Net income (million yen) |
56 |
|
Net income per share (yen) |
31,322.20 |
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.