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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.