April 24, 2020
  • RAKUTEN, INC.

Announcement of Merger (Simplified Merger and Short form Merger) of Voyagin Inc.

 

 At a Board of Directors meeting held today, Rakuten, Inc. (Chairman and CEO: Hiroshi Mikitani, hereinafter “the Company”) resolved to merge Voyagin Inc., a wholly owned subsidiary of VOYAGIN PTE. LTD., a wholly owned subsidiary of the Company into the Company effective July 1, 2020, as outlined below. VOYAGIN PTE. LTD. shall be dissolved after the merger is completed. Since this merger is an absorption-type merger of a wholly-owned subsidiary of VOYAGIN PTE. LTD., a wholly owned subsidiary of the Company, 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     April 24, 2020
Merger contract date                                              April 24, 2020
Expected merger date (effective date)             July 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, Voyagin Inc. 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 Voyagin Inc. shall be dissolved.

(3)  Merger ratio

 

Rakuten, Inc.

(Company surviving absorption type merger)

Voyagin Inc.

(Company absorbed in absorption type merger)

Merger ratio

353,061

1

 (Note 1) Share allocation ratio
 For 353,061 shares of common stock of Voyagin Inc., one share of common stock of the Company will be allocated.
(Note 2) Number of new shares to be issued due to the merger
 The total number of common shares of the Company allotted by this merger is one share, and since the Company will make the allotment using treasury shares, no new shares will be issued.

(4)  Handling of subscription rights to shares and bonds with subscription rights to shares of the dissolved company
 Voyagin Inc. has not issued any subscription rights to shares and any bonds with stock acquisition right.

  1. Overview of companies in merger (As of December 31, 2019)

Company name

Rakuten, Inc.

(Company surviving absorption type merger)

Voyagin Inc.

(Company absorbed in absorption type merger)

Head office

1-14-1 Tamagawa,

 Setagaya-ku, Tokyo

1-10-1 Yurakucho

Chiyoda-ku, Tokyo

Representative

Hiroshi Mikitani

Masashi Takahashi

Main business

Internet services

Information provision service via the Internet, travel service, etc.

Shareholders’ equity

205,924 million yen

84 million yen

Date of establishment

February 7, 1997

January 31, 2011

Outstanding no. of shares

1,434,573,900 shares

353,061 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 16.69%

Hiroshi Mikitani 13.00%

VOYAGIN PTE. LTD. 100%

(a wholly owned subsidiary of the Company)

Business results                     

 

Rakuten, Inc.

(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2019

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

735,672

Total assets (million yen)

9,165,697

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

542.43

Revenues (million yen)

1,263,932

Operating income (million yen)

72,745

Loss before income tax (million yen)

(44,558)

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

(31,888)

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

(23.55)

 

Voyagin Inc.  
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2019

Net assets (million yen)

(293)

Total assets (million yen)

223

Net assets per share (yen)

(831.97)

Sales (million yen)

769

Operating loss (million yen)

(278)

Ordinary loss (million yen)

(281)

Net loss (million yen)

(281)

Net loss per share (yen)

(797.38)


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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