OREANDA-NEWS. At a Board of Directors meeting held today, Rakuten, Inc. (hereinafter the ”Company”) resolved to  merge its wholly-owned subsidiary Rakuten ShowTime, Inc., which is providing its video distribution services, into the Company effective April 1, 2016, 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 video distribution services.               

 2. Summary of merger

(1)  Schedule

Merger resolution by the Board of Directors     January 23, 2016

Merger contract date           ?                              January 23, 2016

Expected merger date (effective date)?            April 1, 2016

(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, Rakuten ShowTime, 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 Rakuten ShowTime, Inc. 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

  Rakuten ShowTime, Inc. has not issued any subscription rights to shares and any bonds with stock acquisition right. 

3. Overview of companies in merger

Company name

Rakuten, Inc.
(Company surviving absorption type merger)
(as of September 30, 2015)

Rakuten ShowTime, Inc.
(Company absorbed in absorption type merger)
(as of September 30, 2015)

Head office

1-14-1 Tamagawa,
Setagaya-ku, Tokyo

1-14-1 Tamagawa,
Setagaya-ku, Tokyo

Representative

Hiroshi Mikitani

Toru Shimada

Main business

Internet services

Video distribution services

Shareholders’ equity

203,466 million yen

480 million yen

Date of establishment

February 7, 1997

October 22, 2001

Outstanding no. of shares

1,430,118,400 shares

9,600 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC. 15.83%
Hiroshi Mikitani 12.31%
(as of June 30, 2015)

Rakuten, Inc. 100%

 Business results

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2014

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

421,562

Total assets (million yen)

3,680,695

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

318.74

Revenues (million yen)

598,565

Operating income (million yen)

106,397

Income before income tax (million yen)

104,245

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

70,614

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

53.47

 

 

Rakuten ShowTime, Inc.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2014

Net assets (million yen)

2,155

Total assets (million yen)

2,865

Net assets per share (yen)

224,564

Sales (million yen)

3,876

Operating loss (million yen)

530

Ordinary loss (million yen)

525

Net loss (million yen)

598

Net loss per share (yen)

62,389

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.