The original disclosure in Japanese was released on Jan. 30, 2015 at 15:30 (GMT+9).
This document has been translated for reference only from the original Japanese version. The Company gives no warranty with respect to its correctness.
January 30, 2015
Takara Holdings Inc.
Notice Regarding Absorption-type Merger (Simplified, Short Form Merger) of Consolidated Subsidiary
Kyoto, Japan—Takara Holdings Inc. announced that the meeting of the Board of Directors held on January 30, 2015 resolved to implement an absorption-type merger as outlined below for the Company’s wholly owned subsidiary TaKaRa Network System Co., Ltd. (hereinafter "TaKaRa Network System") effective April 1, 2015.
As the merger is a simplified merger of a wholly owned consolidated subsidiary, the particulars and content for disclosure have been partially abridged.
1. Objective of the Merger
TaKaRa Network System is a wholly owned subsidiary of Takara Holdings and is engaged in the development, operation, and maintenance of information systems. In conjunction with the expansion of Takara Group, the merger is being conducted with the aim of strengthening TaKaRa Network System’s capacity to support the Group and its risk handling ability more than in the past.
2. Outline of the Merger
(1) Merger schedule
Date of resolution approving merger agreement: January 30, 2015
Date of conclusion of merger agreement: January 30, 2015
Effective date of merger: April 1, 2015 (planned)
●The merger is a simplified merger pursuant to paragraph 3, Article 796 of the Companies Act of Japan for Takara Holdings and a short form merger pursuant to paragraph 1, Article 784 of the Companies Act for TaKaRa Network System. Therefore, neither company will hold a general meeting of shareholders to approve the merger agreement.
(2) Method of the Merger
The merger will be an absorption-type merger with Takara Holdings as the surviving entity, and TaKaRa Network System will be dissolved.
(3) Merger Ratio Details
There will be no issuance of new shares, capital increase or delivery of cash payment as a result of the merger.
(4) Handling of Share Warrants and Corporate Bonds with Share Warrants of the Absorbed Company
Not applicable.
3. Outline of the Merging Companies
Please refer to the attached PDF File.
4. Situation after the Merger
There will be no change to the name, address, name and position of representative, description of business, paid-in capital, and fiscal year end of Takara Holdings as a result of the merger.
5. Impact on Business Performance
The merger will have no impact on consolidated business performance because it is a merger with a wholly owned consolidated subsidiary of Takara Holdings.
