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.
- 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.
- Summary of merger
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.