At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Fablic, inc., which is providing its C2C services, into the Company effective July 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 C2C services.
2. Summary of merger
Merger resolution by the Board of Directors March 29, 2018
Merger contract date March 29, 2018
Expected merger date (effective date) July 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, Fablic, 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 Fablic, 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
Fablic, inc. has not issued any subscription rights to shares and any bonds with stock acquisition right.