Notice of Basic Agreement for Merger through Absorption (Simplified Absorption-type Merger)
February 15, 2022
Notice of Basic Agreement for Merger through Absorption
(Simplified Absorption-type Merger)
Company name: SUBARU CORPORATION
Representative: Tomomi Nakamura, Representative Director, President and CEO
Code number: 7270 (First Section of Tokyo Stock Exchange)
Contact for inquiries: Yasushi Nagae, Vice President
and General Manager of Investor Relations Department
SUBARU CORPORATION (hereinafter referred to as “the Company”) hereby announces its decision to enter into a basic agreement regarding an absorption-type merger with its wholly owned subsidiary, Subaru IT Creations Corporation (hereinafter referred to as “the Merger”), effective April 1, 2024. Details of the Merger are provided below.
Because the Merger is a simplified absorption-type merger of a wholly owned subsidiary, certain disclosure items and details are omitted from this notice.
1. Purpose of the Merger
In order to respond swiftly to changes in the business environment resulting from the rapid advancement and propagation of digital technologies, the Subaru group will use the Merger to consolidate its IT resources, pursue the strengthening of IT governance and development of human resources from both quantitative and qualitative perspectives, and achieve a stronger IT system to serve growth and transformation into the future, as well as enhancing the group’s value proposition to customers.
2. Summary of the Merger
(1) Schedule of the Merger
|Date of approval and signing of
basic agreement for the merger
|February 15, 2022|
|Date of merger agreement||September 30, 2023 (tentative)|
|Date of merger (effective date)||April 1, 2024 (tentative)|
(2) Method of the Merger
The merger will be conducted through an absorption-type merger method in which the Company will be the surviving company and Subaru IT Creations will be dissolved as the absorbed company.
(3) Allocations Relating to the Merger
Because this is a merger of a wholly owned subsidiary, no shares will be issued or consideration paid in conjunction with the Merger.
(4) Treatment of Share Subscription Rights and Bonds with Share Subscription Rights
No applicable matters.
3. Overview of the Parties to the Merger
|Surviving Company||Absorbed Company|
|(1)||Company Name||SUBARU CORPORATION||SUBARU IT CREATIONS CORPORATION|
|(2)||Address||1-20-8 Ebisu, Shibuya-ku, Tokyo||1-854-1 Miyaharacho, Kita-ku, Saitama-shi, Saitama|
|(3)||Representative||Tomomi Nakamura, Representative Director, President and CEO||Nozomu Oyama, Representative Director, President and CEO|
|(4)||Business Description||Manufacture, repair, and sale of automobiles and parts therefor; manufacture, sale, and repair of aircraft and space-related equipment and parts therefor, etc.||Planning and proposal of IT systems, and their development, maintenance, and operation|
|(5)||Capital||153,795 million yen||100 million yen|
|(6)||Date Established||July 17, 1953||April 1, 1993|
|(7)||Number of Shares Issued||769,175,873 shares||2,000 shares|
|(8)||Fiscal Year-End||March 31||March 31|
|(9)||Major Shareholders and Percentage of Shares Held
(as of September 30, 2021)
*The percentage of shares held is calculated after exclusion of treasury stock.
|Toyota Motor Corporation||20.02%||SUBARU CORPORATION||100％|
|The Master Trust Bank of Japan, Ltd. (for trust)||13.14%|
|Custody Bank of Japan, Ltd. (for trust)||4.69%|
|BNYM TREATY DTT 15||2.71%|
|MIZUHO SECURITIES ASIA LIMITED - CLIENT A/C||1.32%|
|(10)||Financial Condition and Financial Performance in the Most Recent Fiscal Year|
|Fiscal Year-End||SUBARU CORPORATION
|SUBARU IT CREATIONS
|March 31, 2021||March 31, 2021|
|Equity Attributable to Owners
of the Parent
|1,777,735 million yen||3,281 million yen|
|Total Assets||3,411,712 million yen||11,078 million yen|
|Equity per Share Attributable
to Owners of the Parent
|2,318.17 yen||1,640,650.67 yen|
|Revenue||2,830,210 million yen||25,261 million yen|
|Operating Profit||102,468 million yen||810 million yen|
|Profit Before Income Taxes||113,954 million yen||843 million yen|
|Profit for the Year Attributable
to Owners of the Parent
76,510 million yen
555 million yen
|Basic Earnings per Share||99.77 yen||277,510.51 yen|
4. Status After the Merger
There will be no changes to the Company’s name, address, name and title of representative, business description, capital, or fiscal year-end after the Merger.
5. Business Impact
Because the Merger is with a wholly owned subsidiary, its impact on the Company’s consolidated financial results is insignificant.