February 25, 2022
Company Name: ENECHANGE Ltd.
Representative: | Yohei Kiguchi, Representative Director and CEO |
Ippei Arita, Representative Director and COO | |
(TSE Mothers Code No. 4169) | |
Inquiries: | Takuya Sugimoto, Executive Officer / CFO |
TEL: +81-3-6774-6709 |
Notice of Absorption-type Merger (Simplified Merger and Short-form Merger) of a
Wholly-owned Subsidiary
ENECHANGE (hereinafter referred to as "the Company") announces that the Company resolved at the Board of Directors Meeting held on February 25, 2022, to merge its wholly-owned subsidiary Oberlous Japan Ltd. (hereinafter referred to as "Oberlous") into the Company through an absorption-type merger (hereinafter referred to as "the Merger"), effective May 1, 2022.
1. Purpose of merger
The Company decided to merge Oberlous in order to improve management efficiency by consolidating the organizations related to the Company's platform business.
2. Summary of merger
- Schedule of merger
Resolution by the board of directors on the conclusion of the merger agreement
Conclusion of the merger agreement
Effective date of the merger
February 25, 2022
February 25, 2022
May 1, 2022
Note: Since this merger falls under the category of a simplified merger under the Companies Act, it will be conducted based on a resolution of the Board of Directors, not on approval of the General Meeting of Shareholders.
2) Method of merger
The merger will be an absorption-type merger, with the Company as the surviving company and Orberus as the absorbed company.
3) Details of allotment related to the merger
Since this is an absorption-type merger with a wholly owned subsidiary of the Company, there will be no allotment of shares, money, etc. as a result of this merger.
- Handling of share options and bonds with share options of the absorbed company N/A
3. Overview of the companies involved in the merger (as of December 31, 2021)
Surviving company | Absorbed company | |
1) Name | ENECHANGE Ltd. | Oberlous Japan Ltd. |
2) Location | 3F, Nihon Building, 2-6-2 | 3F, Nihon Building, 2-6-2 |
Otemachi, Chiyoda-ku, Tokyo | Otemachi, Chiyoda-ku, Tokyo | |
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3) Title and name of the | Yohei Kiguchi, Representative | Ippei Arita, Representative |
representative | Director CEO | Director |
Ippei Arita, Representative | ||
Director COO | ||
4) Description of business | Platform Business: Providing | Providing electricity switching |
energy company comparison | service for corporate users | |
and switching services | ||
("Enechange" and "Enechange | ||
Biz") for both household and | ||
corporate users | ||
Data Business: Providing cloud- | ||
based DX services ("EMAP and | ||
"SMAP etc.) for energy | ||
companies | ||
5) Capital | 3,036 million JPY | 10 million JPY |
6) Established | April 27, 2015 | May 1, 2015 |
7) Shares outstanding | 14,733,190 shares | 100 shares |
8) Fiscal year-end | December 31 | April 30 |
9) Major shareholders and | Yohei Kiguchi 16.65% | ENECHANGE Ltd. 100% |
percentage of shares held | Ippei Arita 9.79% | |
10) Financial position and operating performance in the previous business year | ||
December 2021 (consolidated) | April 2021 | |
Fiscal year-end | (non-consolidated) | |
thousand JPY | ||
thousand JPY | ||
Total shareholders' equity | 4,813,863 | (3,131) |
Total assets | 6,949,357 | 150,061 |
Equity attributable to owners of | 163.09 yen | (31,310.50) yen |
the parent company per share | ||
Sales | 3,018,003 | 128,174 |
Operating profit / loss | 40,875 | (12,599 ) |
Ordinary profit / loss | (2,400) | (11,692) |
Profit attributable to owners of | (85,586) | (10,916) |
the parent company | ||
4. Status of the Company after the merger
There will be no change to the Company's name, address, name and title of representative, business activities, capital, or fiscal year end.
5. Impact on business performance
As this is a merger with a wholly owned subsidiary of the Company, the impact on the consolidated business results of the Company will be limited.
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