Note: This document has been translated from a part of 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.
January 30, 2025 | |
Company Name | Restar Corporation |
(Code: 3156 Tokyo Stock | |
Exchange Prime Market) | |
Representative | Tomoharu Asaka, |
Representative Director | |
Vice President | |
Contact Information: | Atsuki Ishida, |
Corporate Officer | |
(Tel.: +81-3-3458-4618) |
Notice Concerning Absorption-type Merger (Simplified Merger/Short-form Merger) of Wholly Owned Subsidiary
Restar Corporation (the "Company") hereby announces that at a meeting of the Board of Directors held today, it resolved to carry out an absorption-type merger (the "merger") with Vitec Green Energy Co., Ltd. ("VGEN"), a wholly owned subsidiary of the Company, effective April 1, 2025.
As the merger is a simplified absorption-type merger involving a wholly owned subsidiary, certain disclosures and details have been omitted.
Details
1. Purpose of the Merger
The Company has decided to conduct an absorption-type merger because of the current status of VGEN as a dormant company.
2. Summary of the Merger | |||
(1) | Schedule of the Merger | ||
Resolution by the Board of Directors to conclude an | January 30, 2025 | ||
absorption-type merger agreement | |||
Conclusion of absorption-type merger agreement | January 30, 2025 | ||
Effective date of absorption-type merger | April 1, 2025 (scheduled) | ||
(Note) Since the merger is classed as a simplified merger as provided for in Article 796, paragraph (2) of the Companies Act, and is classed as a short-form merger as provided for in Article 784, paragraph (1) of the same for VGEN, neither the surviving company nor the disappearing company will hold a General Meeting of Shareholders to approve the merger agreement.
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Method of the Merger
VGEN will be dissolved in an absorption-type merger, with the Company as the surviving company. - Details of Allotment Related to the Merger
There will be no issuance of shares or other allotment of money, etc., as a result of the merger. - Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of the Disappearing Company
Not applicable.
3. Overview of the Companies Involved in the Merger
Surviving company | Disappearing company | ||||
(1) | Name | Restar Corporation | Vitec Green Energy Co., Ltd. | ||
(2) | Location | 2-10-9 Konan, Minato-ku, Tokyo | 2-10-9 Konan, Minato-ku, Tokyo | ||
(3) Name and job title of | Tomoharu Asaka, Representative Director Vice | Susumu Nishima, President and | |||
representative | President | Representative Director | |||
(4) | Description of | ⚫ Sales and technical support of | Environmental energy business and power | ||
business | semiconductors and electronic components, | generation business | |||
LSI design and development, contracted | |||||
reliability testing services | |||||
⚫ Solutions, design, construction, and | |||||
maintenance engineering for video, audio, | |||||
communications, and measurement | |||||
⚫ Operation and management for the | |||||
introduction and diffusion of renewable | |||||
energy through solar power generation | |||||
(5) | Share capital | JPY4,383 million | JPY10 million | ||
(6) | Date of | October 1, 2009 | May 1, 2015 | ||
establishment | |||||
(7) | Number of issued | 30,072,643 shares | 10,000 shares | ||
shares | |||||
(8) | Fiscal year end | March | March | ||
(9) | Major shareholder | KMF Corporation | 20.04% | Restar Corporation | 100% |
and its ownership | S-GRANT CO., LTD. | 9.63% | |||
ratio | The Master Trust Bank of Japan, Ltd. | ||||
(as of March 31, | (trust account) | 7.44% | |||
2024) | Retirement Benefit Trust (Sony Group | ||||
003) of Mizuho Trust & Banking | |||||
Co., Ltd. Retrustee: Custody Bank of | |||||
Japan, Ltd. | 7.43% | ||||
MUFG Bank, Ltd. | 2.72% | ||||
Retirement Benefit Trust (Sony Group | |||||
008) of Mizuho Trust & Banking | |||||
Co., Ltd. Retrustee: Custody Bank of | |||||
Japan, Ltd. | 2.38% | ||||
CITY INDEX ELEVENTH CO.,Ltd. | 2.34% | ||||
Mizuho Bank, Ltd. | 2.30% | ||||
Restar Holdings Employee Stock | |||||
Ownership Association | 2.18% | ||||
Custody Bank of Japan, Ltd. (trust | |||||
account) | 1.94% | ||||
(10) Financial position and operating results for the most recent fiscal year | |||||
Fiscal year end | March 31, 2024 (consolidated) | March 31, 2024 (non-consolidated) | |||
Net assets | JPY91,024 million | JPY695 million | |||
Total assets | JPY291,704 million | JPY696 million | |||
Net assets per share (Yen) | 2,800.38 yen | 69,572.89 yen | |||
Net sales | JPY512,484 million | JPY0 million | |||
Operating profit | JPY15,931 million | JPY0 million | |||
Ordinary profit | JPY9,690 million | JPY0 million | |||
Profit attributable to | JPY7,004 million | JPY0 million | |||
owners of parent | |||||
Basic earnings per share | 232.95 yen | 14.54 yen | |||
(Yen) | |||||
4. Status after the Merger
There will be no change in the name, location, job title and name of representative, business, share capital, or fiscal year end of the Company as a result of the merger.
5. Future Outlook
Since the merger is a merger with a wholly owned subsidiary, the impact of the merger on the Company's consolidated financial results will be negligible.
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