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- Notice concerning a Merger of Consolidated subsidiaries
News Releases
Notice concerning a Merger of Consolidated subsidiaries
Jun 2, 2021
SKY Perfect JSAT Holdings Inc. (Head Office: Minato-ku, Tokyo; Representative Director, President: Eiichi Yonekura) announced that at a meeting of the Board of Directors held today, a resolution was passed to merge its consolidated subsidiaries, SKY Perfect JSAT Corporation (Head Office: Minato-ku, Tokyo; Representative Director, President & Chief Executive Officer: Eiichi Yonekura; hereinafter, “SKY Perfect JSAT”) and Satellite Network, Inc. (Head Office: Minato-ku, Tokyo; President & Chief Executive Officer: Takayoshi Matsumoto; hereinafter, “SNET”) as follows. The merger is an absorption-type merger (simplified merger/short form merger) between consolidated subsidiaries. As the merger has a minimal impact on consolidated financial results, some items for disclosures and details are omitted.
1.Purpose of the Merger
Through this merger, we will strengthen new business domains and promote selection and concentration of existing businesses as SKY Perfect JSAT Group. At the same time, we will further promote the enhancement of the value of the Group by strengthening corporate governance and making swift management decisions.
2.Summary of the Merger*
A)Schedule:
Date of resolution of the board of directors (the companies involved in the merger) |
June 1, 2021 |
Date of resolution of the board of directors (SKY Perfect JSAT Holdings Inc.) |
June 2, 2021 |
Date of the merger agreement |
October 2021 (planned) |
Merger Date (Effective Date) |
December 2021 (planned) |
*Since this merger is a simplified merger as stipulated in Item 2 of Article 796 of Japanese Companies Act in SKY Perfect JSAT, and a short form merger as stipulated in Item 1 of Article 784 of Japanese Companies Act in SNET, neither of them will hold a general shareholders meeting to approve the merger agreement.
B)Method:
SNET will be dissolved due to the absorption-type merger by SKY Perfect JSAT as the surviving entity.
C)Treatment of Stock Acquisition Rights and/or Bonds with Stock Acquisition Rights:
Not applicable.
3.Summary of the Companies involved in the Merger
|
Surviving Entity |
Non-surviving Entity |
① Trade Name |
SKY Perfect JSAT Corporation |
Satellite Network, Inc. |
② Head Office |
Akasaka Intercity AIR, 1-8-1, Akasaka, Minato-Ku, Tokyo |
Ark Mori Building, 1-12-32 Akasaka, Minato-ku, Tokyo |
③ Job title/Name of Representative |
Representative Director, President & Chief Executive Officer: Eiichi Yonekura |
President & Chief Executive Officer: Takayoshi Matsumoto |
④ Description of Businesses |
Media Business and Space Business |
Satellite communication, Video distribution, Earth observation image data, and System integration |
⑤ Capital |
JPY 50,083 Million |
JPY 1,600 Million |
⑥ Date of Establishment |
November 10, 1994 |
August 18, 1987 |
⑦ Number of Shares outstanding |
2,270,365 |
32,000 |
⑧ Fiscal Year End |
March 31 |
March 31 |
⑨ Major Shareholders |
SKY Perfect JSAT Holdings Inc (100%) |
SKY Perfect JSAT Corporation (92%), NTT Communications Corporation (8%) |
⑩ Financial position and operating results for the immediately preceding fiscal year |
||
Net assets |
¥207,649 Million |
¥3,371 Million |
Total assets |
¥315,669 Million |
¥5,196 Million |
Net assets per share |
¥91,460.98 |
¥105,366.90 |
Revenue |
¥113,897 Million |
¥3,970 Million |
Operating income |
¥19,340 Million |
¥454 Million |
Ordinary income |
¥20,005 Million |
¥471 Million |
Net income |
¥13,202 Million |
¥301 Million |
Net income per share |
¥5,815.02 |
¥9,417.85 |
4.Post-merger Situation
There has been no change in the name, location, position and name of the representative, business, capital and fiscal year-end of SKY Perfect JSAT as a result of the Merger.
5.Future Outlook
The impact of this merger on the consolidated financial results will be immaterial.