August 8, 2019
  • RAKUTEN, INC.

Announcement of Merger (Simplified Merger and Short form Merger) of Wholly-Owned Subsidiary Signature Japan Co., Ltd.

 

 At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Signature Japan Co., Ltd., which operates "Rakoo", which provides online dining reservations services, automobile inspection services and car services, into the Company effective December 1, 2019, 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 dining services. "Rakoo" will be terminated on Sunday, September 29, 2019. Going forward, Rakuten plans to further expand its touchpoint with customers on its online dining reservations services by strengthening its collaboration with Gurunavi.
 Rakuten will succeed the automobile inspection services and the car services operations.

2. Summary of merger
(1)  Schedule
Merger resolution by the Board of Directors      August 8, 2019
Merger contract date                                          August 8, 2019
Expected merger date (effective date)              December 1, 2019         

(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, Signature Japan Co., Ltd. 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 Signature Japan Co., Ltd. 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
 Signature Japan Co., Ltd. has not issued any subscription rights to shares and any bonds with stock acquisition right.


3.  Overview of companies in merger (As of December 31, 2018)

Company name

Rakuten, Inc.

(Company surviving absorption type merger)

Signature Japan Co., Ltd.

(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

Koji Okamoto

Main business

Internet services

Dining services, Car services

Shareholders’ equity

205,924 million yen

80 million yen

Date of establishment

February 7, 1997

July 23, 1996

Outstanding no. of shares

1,434,573,900 shares

30,028 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 16.75%

Hiroshi Mikitani 13.04%

Rakuten, Inc. 100%

 

Business results                     

 

Rakuten, Inc.

(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2018

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

774,473

Total assets (million yen)

7,345,002

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

572.83

Revenues (million yen)

1,101,480

Operating income (million yen)

170,425

Income before income tax (million yen)

165,423

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

142,282

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

105.43

 

Signature Japan Co., Ltd.  
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2018

Net assets (million yen)

271

Total assets (million yen)

516

Net assets per share (yen)

9,033.01

Sales (million yen)

1,050

Operating income (million yen)

80

Ordinary income (million yen)

80

Net income (million yen)

44

Net income per share (yen)

1,484.80

 

 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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