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
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.