At a Board of Directors meeting held today, Rakuten Group, Inc. (Chairman and CEO: Hiroshi Mikitani, hereinafter “the Company”) resolved to merge LOB, Inc. (CEO: Fumitaka Takebayashi, hereinafter “LOB”), a subsidiary of the Company, into the Company effective October 1, 2021, as outlined below. The Company plans to acquire 100% of the shares of LOB by September 30, 2021, and LOB is planned to be wholly-owned subsidiary of the Company. Therefore, since this merger is an absorption-type merger of LOB, the disclosure of certain items and details has been omitted.
- Purpose of merger
LOB, as a subsidiary of the Company, has been developing products for the internet advertising and marketing support businesses. The Company decided to acquire 100% of the shares of LOB and conduct this merger, to increase operational efficiencies and to improve the quality of its services.
- Summary of merger
Merger resolution by the Board of Directors July 21, 2021
Merger contract date July 28, 2021
Expected merger date (effective date) October 1, 2021
(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, LOB 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 LOB 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 subscription rights to shares of the dissolved company
LOB has not issued any subscription rights to shares and any bonds with stock acquisition right.