March 29, 2018
  • RAKUTEN, INC.

Announcement of Merger (Simplified Merger and Short form Merger) of Wholly-Owned Subsidiary Fablic, inc.

 

  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

(1)  Schedule

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.

 

 3. Overview of companies in merger        

Company name

Rakuten, Inc.
(Company surviving absorption type merger)

Fablic, inc.
(Company absorbed in absorption type merger)

Head office

1-14-1 Tamagawa,
Setagaya-ku, Tokyo

1-13-1 Hiroo,
Shibuya-ku, Tokyo

Representative

Hiroshi Mikitani

Shota Horii

Main business

Internet services

C2C services

Shareholders’ equity

205,924 million yen

100 million yen

Date of establishment

February 7, 1997

April 9, 2012

Outstanding no. of shares

1,434,573,900 shares

270,000 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 16.8%
Hiroshi Mikitani 13.1%

Rakuten, Inc. 100%

 

Business results                     

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2017

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

683,181

Total assets (million yen)

6,184,299

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

507.32

Revenues (million yen)

944,474

Operating income (million yen)

149,344

Income before income tax (million yen)

138,082

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

110,585

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

80.03

 

 

Fablic, inc.  
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2017

Net assets (million yen)

-3,156

Total assets (million yen)

9,490

Net assets per share (yen)

-11,688

Sales (million yen)

987

Operating loss (million yen)

-2,778

Ordinary loss (million yen)

-2,793

Net loss (million yen)

-2,794

Net loss per share (yen)

-10,347

 

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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