スカパーJSAT

(Update on disclosed matter) Notice Regarding Execution of Absorption-type Merger Agreement (Simplified Merger and Short-Form Merger) with Wholly Owned Subsidiary (SKY Perfect JSAT Corporation)

2025年11月5日

コーポレート

Note This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

SKY Perfect JSAT Holdings Inc. (Head Office: Minato-ku, Tokyo; Representative Director, President: Eiichi Yonekura, hereinafter referred as "the Company") announced in its News Release dated May 14, 2025, titled “Notice of Regarding Decision of Basic Policy for Absorption-type Merger (Simplified Merger and Short-Form Merger) with Wholly Owned Subsidiary (SKY Perfect JSAT Corporation), Trade Name Change and Partial Amendment of Articles of Incorporation”, that it had resolved to adopt a basic policy to conduct an absorption-type merger in which SKY Perfect JSAT Corporation (Head Office: Minato-ku, Tokyo; President & CEO, Eiichi Yonekura; hereinafter referred to as "SKY Perfect JSAT"), a wholly owned subsidiary, will be the absorbed company, effective April 1, 2026 (scheduled) (the "Merger").
We hereby announce that, based on the resolution of the Board of Directors meeting held today, the Company has executed the merger agreement pertaining to the Merger.
Since the Merger is an absorption type merger of a wholly owned subsidiary, some disclosure items and details are omitted in this announcement.

1. About the Merger

(1) Purpose of the Merger

 Since the establishment of our holding company through management integration in April 2007, our group has been working to enhance corporate value, centered around our core business company, SKY Perfect JSAT. With the rapid changes in our business environment, such as the spread of video distribution services, the increase in government budgets related to space, and the development of industries due to technological innovations, we have announced cumulative growth investments exceeding 300 billion yen to achieve our profit targets set for fiscal year 2030. As a space solution provider utilizing both geostationary satellites and low Earth orbit satellites, the execution of growth strategies requires greater speed, transparency, and efficiency than ever before. By eliminating the dual structure of the holding company and the business company, we aim to accelerate decision-making in management, streamline organizational operations, strengthen corporate governance, and further enhance corporate value."

(2) Summary of the Merger

 (i) Schedule of the Merger

(Note 1) Since this merger is a simplified merger based on Article 796, Paragraph 2 of the Companies Act, and a short-form merger based on Article 784, Paragraph 1 of the same Act in SKY Perfect JSAT, the merger shall be carried out by us and SKY Perfect JSAT without a resolution of the general meeting of shareholders of either company.(Note 2) Since the Company anticipates a certain period of time will be required to the licensing and approval procedures related to the Radio Law and etc., currently owned by SKY Perfect JSAT, which will become an absorbed company, a grace period has been granted until the effective date.

 (ii) Form of the Merger
 The Merger is expected to take the form of an absorption-type merger, with the Company as the surviving company and the Current SKY Perfect JSAT being dissolved.

(iii) Content of allotments related to the Merger
 As the Current SKY Perfect JSAT is a wholly owned subsidiary of the Company, no plans exist to issue new shares, funds, or other assets as a result of the Merger.

(iv) Handling of share acquisition rights and bonds with share acquisition in connection with the Merger
 Not applicable.

(3) Outlines of Parties

(4) Status after the Merger
 As a result of this merger, our name will be changed to SKY Perfect JSAT Corporation. There are currently no planned changes to the location, title and name of the representative, business description, capitalization, or fiscal year-end. Should any changes arise, we will promptly disclose them. We will shift from a pure holding company to an operating company and drive our group as a core operating company of our group.

2. Future Outlook
 For the fiscal year ending March 2026, based on the above new dividend policy, we will increase the annual dividend per share JPY27 to JPY38 as follows.

* The above forecasts and other forward-looking statements contained in this document are based on information currently available as of the date of publication of this document. Actual results may differ from these forecasts due to a variety of factors.

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