July 27, 2018
  • RAKUTEN, INC.

Announcement of Merger (Simplified Merger and Short form Merger) of Wholly-Owned Subsidiary Handa Kikaku, corp.

 

  At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Handa Kikaku, corp. into the Company effective September 14, 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 to be merged is a subsidiary whose purpose is to maintain service domains, but following deregulation on domains held, because the necessity of succession disappeared, we intend to execute this merger with the aim of consolidating the group, improving efficiency, and reducing maintenance and management costs of the subsidiary.  

 

  1. Summary of merger

(1)  Schedule

Merger resolution by the Board of Directors      July 27, 2018

Merger contract date                                     July 27, 2018

Expected merger date (effective date)           September 14, 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, Handa Kikaku, corp. 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 Handa Kikaku, corp. 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

  Handa Kikaku, corp. has not issued any subscription rights to shares and any bonds with stock acquisition right.

 

  1. Overview of companies in merger        

Company name

Rakuten, Inc.
(Company surviving absorption type merger)

Handa Kikaku, corp.
(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

Sumio Nishimura

Main business

Internet services

Acquisitions and operations management of copyrights, neighboring rights, design rights, trademark rights, industrial property rights, and domains

Shareholders’ equity

205,924 million yen

3 million yen

Date of establishment

February 7, 1997

January 13, 2004

Outstanding no. of shares

1,434,573,900 shares

60 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, 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

 

 

Handa Kikaku, corp.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2017

Net assets (thousand yen)

3,000

Total assets (thousand yen)

3,000

Net assets per share (thousand yen)

50

Sales (yen)

0

Operating loss (yen)

0

Ordinary loss (yen)

0

Net loss (yen)

0

Net loss per share (yen)

0

 

  1. 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.

 

  1. 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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