Translation
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.
November 11, 2021 | |
To whom it may concern: | |
Company name: | BASE, Inc. |
Representative: | Representative Director and CEO Yuta Tsuruoka |
(Code: 4477, Tokyo Stock Exchange Mothers) | |
Inquiries: | Director and CFO Ken Harada |
TEL 03-6441-2075 |
Absorption-type Merger of Wholly Owned Subsidiary (Simplified/Short-Form)
BASE, Inc. (Location: Minato-ku, Tokyo; Representative Director and CEO: Yuta Tsuruoka) hereby announces that the Board of Directors has finalized an absorption-type merger with BASE BANK, Inc. ("the merger" below), a wholly owned subsidiary of BASE, Inc. The merger will come into effect on January 1, 2022. Since it will be a simplified absorption-type merger with a wholly owned subsidiary, disclosures will omit some items and details.
1. Purpose of the Merger
Wholly owned subsidiary BASE BANK, Inc. engages in debt trading and other financial services. The merger is intended to streamline the Group's business resources.
2. Overview of the Merger （1）Merger schedule
Board of Directors finalizes merger | November 11, 2021 |
agreement | |
Merger agreement concluded | November 11, 2021 |
Date of merger (comes into effect) | January 1, 2022 (tentative) |
*For BASE, Inc., the merger will be a simplified absorption-type merger according to Article 796, paragraph 2 of the Companies Act, while for BASE BANK, Inc., it will be a short-form merger according to Article 784, paragraph 1 of the Companies Act. Neither company will convene a general meeting of shareholders to approve the merger agreement.
（2）Form of merger
BASE, Inc. will be the company surviving the absorption-type merger, while BASE BANK, Inc. will be dissolved.
（3）Allocations from the merger
Since the merger will be with a wholly owned subsidiary of BASE, Inc., there will be no accompanying new issue of stock or payment of money delivered due to merger.
（4）Handling of share acquisition rights and corporate bonds with equity-purchase warrants of the disappearing company
There will be no such applicable matters.
3. Overview of Parties to the Merger
（1）Company surviving the absorption-type merger
1. | Name | BASE, Inc. | ||||
2. | Location | 3-2-1 Roppongi, Minato-ku, Tokyo | ||||
3. | Representative's position and name | Yuta Tsuruoka | ||||
4. | Business description | Web service planning, development, | ||||
operation, etc. | ||||||
5. | Capital | 8,548,298,810 yen | ||||
6. | Date established | December 11, 2012 | ||||
7. | Shares issued | 110,862,749 shares | ||||
8. | End of fiscal year | December 31 | ||||
9. | Large shareholders and stakes | Yuta Tsuruoka | 14.55% | |||
(as of June 30, 2021) | Custody Bank of Japan, Ltd. (trust account) | 7.82% | ||||
Goldman Sachs International | 7.31% | |||||
Marui Group Co., Ltd. | 5.68% | |||||
MSCO Customer Securities | 4.94% | |||||
10. Financial situation and business results in prior business year | ||||||
End of fiscal year | December 2020 (consolidated) | |||||
Net assets | 16,217 million yen | |||||
Total assets | 28,505 million yen | |||||
Net assets per share | 739.22 yen | |||||
Net sales | 8,288 million yen | |||||
Operating profit | 803 million yen | |||||
Ordinary profit | 747 million yen | |||||
Current net profit attributable to shareholders | 584 million yen | |||||
of parent | ||||||
Current net profit per share | 28.18 yen | |||||
（2）Company disappearing in absorption-type merger | ||||||
1. Name | BASE BANK, Inc. | |||||
2. | Location | 3-2-1 Roppongi, Minato-ku, Tokyo | ||||
3. | Representative's position and name | Yuta Tsuruoka | ||||
4. | Business description | Debt trading, other financial services, etc. | ||||
5. | Capital | 87,544,520 yen | ||||
6. | Date established | January 4, 2018 | ||||
7. | Shares issued | 4,000 shares | ||||
8. | End of fiscal year | December 31 | ||||
9. | Large shareholders and stakes | BASE, Inc. | 100.00% | |||
10. Financial situation and business results in | prior business year | |||||
End of fiscal year | December 2002 (non-consolidated) | |||||
Net assets | 78 million yen | |||||
Total assets | 79 million yen | |||||
Net assets per share | 19,560.38 yen | |||||
Net sales | 27 million yen | |||||
Operating profit | 46 million yen | |||||
Ordinary profit | 46 million yen | |||||
Current net loss | 46 million yen | |||||
Current net profit per share | 13,241.25 yen |
4. Post-Merger Situation
After the merger, BASE, Inc. will not change its name, location, representative's position and name, business description, capital, or end of fiscal year.
5. Impact on Results
Since the merger is with a wholly owned subsidiary, there will be minimal impact on consolidated results.
(End of document)