October 24, 2017
  • RAKUTEN, INC.

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

  

  At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the” Company”) resolved to merge its wholly-owned subsidiary Rakuten Mart, Inc., which is providing its food delivery services, into the Company effective February 1, 2018, 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 food delivery services.               

  

 2. Summary of merger

(1)  Schedule

Merger resolution by the Board of Directors      October 24, 2017

Merger contract date                                      November 1, 2017

Expected merger date (effective date)            February 1, 2018       

(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, Rakuten Mart, 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 Rakuten Mart, 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

Rakuten Mart, Inc. 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.
(Company surviving absorption type merger)

Rakuten Mart, 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

Kentaro Hyakuno

Main business

Internet services

Food delivery services

Shareholders’ equity

204,562 million yen

100 million yen

Date of establishment

February 7, 1997

February 8, 1950

Outstanding no. of shares

1,432,422,600 shares

59,800 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 15.8%
Hiroshi Mikitani 12.3%

Rakuten, Inc. 100%

 

Business results                     

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2016

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

680,247

Total assets (million yen)

4,604,672

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

476.89

Revenues (million yen)

781,916

Operating income (million yen)

77,977

Income before income tax (million yen)

73,923

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

37,995

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

26.65

 

 

Rakuten Mart, Inc.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2016

Net assets (million yen)

(5,168)

Total assets (million yen)

279

Net assets per share (yen)

(86,426)

Sales (million yen)

912

Operating loss (million yen)

(627)

Ordinary loss (million yen)

(676)

Net loss (million yen)

(710)

Net loss per share (yen)

(11,883)

 

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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