December 12, 2019
  • RAKUTEN, INC.

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

 

 At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to merge its wholly-owned subsidiary Amrit .DC Co., Ltd., which operates an online pet supplies shopping website, into the Company effective April 1, 2020, 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 on the merger to increase operational efficiencies and to improve the quality of its services.


2. Summary of merger
(1)  Schedule
Merger resolution by the Board of Directors      December 12, 2019
Merger contract date                                          December 25, 2019
Expected merger date (effective date)              April 1, 2020     
 (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, Amrit .DC 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 Amrit .DC 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
 Amrit .DC 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)

Amrit .DC Co., Ltd.

(Company absorbed in absorption type merger)

Head office

1-14-1 Tamagawa,

 Setagaya-ku, Tokyo

801-2 Nishiichi, Minami-ku

Okayama-shi, Okayama

Representative

Hiroshi Mikitani

Noriaki Komori

Main business

Internet services

Online sales of pet supplies

Shareholders’ equity

205,924 million yen

30 million yen

Date of establishment

February 7, 1997

December 21, 2009

Outstanding no. of shares

1,434,573,900 shares

300 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

 

 

Amrit .DC Co., Ltd.  
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2018

Net assets (million yen)

140

Total assets (million yen)

567

Net assets per share (yen)

467,154

Sales (million yen)

402

Operating income (million yen)

17

Ordinary income (million yen)

12

Net income (million yen)

14

Net income per share (yen)

46,962

 

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.

  • Month
  • Year
  • Category
  • Month
  • Year
  • Category
We use cookies to help provide you with the best possible online experience. Please read our Cookie Policy for more details about the use of cookies. By continuing to use this site, you agree that we may store and access cookies on your device. Accept