The following information was originally prepared and published by DeNA Co., Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English translation is for your convenience only. To the extent there is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese version.
March 28, 2019 | |
Company name: | DeNA Co., Ltd. |
(TSE First Section Stock Code: 2432) | |
Name of representative: Isao Moriyasu, President & CEO | |
Contact person: | Jun Oi, Executive Officer, Head of |
Corporate Unit | |
Tel.: | 03-6758-7200 |
Notice Regarding Company Split (Simple Absorption-Type Company Split)
DeNA Co., Ltd. would like to announce that during a Board of Directors meeting held today, it passed a resolution to undertake a simple absorption-type company split of a part of its business (hereinafter referred to as "company split"), and have Ostance, Inc. succeed DeNA to this business.
Please note that because this company split is expected to result in a change in DeNA's total assets that is less than 10% of DeNA's net assets as of the last day of the most recent fiscal year, and a less than 3% change in DeNA's revenue from the most recent fiscal year, DeNA has omitted some items in this disclosure.
1. Purpose of the company split
DeNA has operated the social networking website for hobby-based social exchange among senior citizens called Shumee-to Club since December 2007. Recently, Ostance, Inc. made a proposal to acquire Shumee-to Club, and DeNA decided to agree to this proposal in order to facilitate the future growth of this business.
2. Summary of the company split
(1) Schedule
Date of board of directors resolution | March 28, 2019 |
Date of conclusion of the company split | March 28, 2019 |
agreement | |
Implementation date (effective date) | May 15, 2019 (Scheduled) |
*As the company split to be conducted by DeNA corresponds to a simple absorption-type split as defined in Article 784, Paragraph 2 of the Companies Act, it will be implemented without the approval and resolution of the General Meeting of Shareholders.
(2)Company split method
Absorption-type company split, where DeNA is the splitting company, and Ostance is the succeeding company.
(3)Allotment in this company split
As compensation for this company split, DeNA expects to receive approx. 11 million yen in monies from Ostance, which is the difference between 1) trade receivable, prepaid expenses, other current assets, and 2) accounts payable, prepayments received, and other current liabilities on the balance sheet as of April 30, 2019. The details of the assets and liability items and monetary amounts to be split are as described below, and no significant change is expected before the abovementioned date.
(4)Treatment of stock acquisition rights and bonds with stock acquisition rights accompanying the company split
There are no applicable items.
(5)Changes to capital due to the company split There are no changes in capital.
(6)Rights and obligations to be succeeded by the succeeding company
Ostance will succeed to assets, liabilities and the accompanying rights and obligations held by DeNA relating to the business subject to the company split as of the effective date of the split, excluding those which are otherwise noted in the company split agreement. The assumption of liabilities by Ostance will be undertaken without recourse to DeNA.
(7)Prospect of fulfillment of obligations
DeNA as well as Ostance are judged to be capable of fulfilling the obligations to be borne after the effective date of the company split.
3.Allotment in this company split and calculation approach
In calculating the amount of monies to be delivered to DeNA for this company split, DeNA and Ostance
have reached a decision based on discussion and negotiation, with consideration for the assets and liabilities included in the succession.
4.Overview of the parties of the company split Splitting company (DeNA)
(1) | Company name | DeNA Co., Ltd. | |
(2) | Address | 2-21-1 Shibuya, Shibuya-ku, Tokyo, Japan | |
(3) | Name and title of representative | Isao Moriyasu, President & CEO | |
(4) | Description of business | Game business, e-commerce business, sports business, new | |
businesses & others | |||
(5) | Stated capital | 10,397 million yen | |
(6) | Established | March 4, 1999 | |
(7) | Number of shares issued | 150,810,033 shares | |
(8) | Fiscal year-end | March 31 | |
(9) | Shareholding percentage of major | Tomoko Namba | 13.61% |
shareholders (as of the end of | Nintendo Co., Ltd. | 10.38% | |
September 2018) | Japan Trustee Services Bank, Ltd. | 9.24% | |
(10) | Financial position and operating results as of the previous fiscal year* | ||
Fiscal year-end | Fiscal year ended March 31, 2018 (consolidated) | ||
Total equity | 271,150 million yen | ||
Total assets | 344,609 million yen |
Equity per share attributable to owners of | 1,810.25 yen |
the parent | |
Revenue | 139,390 million yen |
Operating profit | 27,503 million yen |
Profit before tax | 30,390 million yen |
Profit for the period | 23,616 million yen |
Profit attributable to owners of the parent | 22,981 million yen |
Basic earnings per share attributable to | 158.34 yen |
owners of the parent | |
*The DeNA Group's consolidated financial statements are prepared in accordance with IFRS.
Succeeding company (Ostance)
(1) | Company name | Ostance, Inc. | |
(2) | Address | 1-12-12 Shinjuku, Shinjuku-ku, Tokyo, Japan | |
(3) | Name and title of representative | Ryoto Kikukawa, Representative Director & President | |
(4) | Description of business | Wedding business, advertising business, senior citizen business, | |
production business | |||
(5) | Stated capital | 3 million yen | |
(6) | Established | January 9, 2015 | |
(7) | Number of shares issued | 300 shares | |
(8) | Fiscal year-end | March 31 | |
(9) | Shareholding percentage of | Ryoto Kikukawa | 100.0% |
major shareholders | |||
(10) | Financial position and operating results as of the previous fiscal year* | ||
Fiscal year-end | Fiscal year ended March 31, 2018 (non-consolidated) | ||
Net assets | 220 thousand yen | ||
Total assets | 24,428 thousand yen | ||
Net assets per share | 735.52 yen | ||
Revenue | 24,314 thousand yen | ||
Operating profit | (2,892 thousand yen) | ||
Ordinary income | (2,891 thousand yen) | ||
Net income | (2,938 thousand yen) | ||
Net income per share | (9,794.01 yen) | ||
5.Overview of the business department to be split
(1)Business description of the department to be split
Planning and operation of Shumee-to Club, a social networking website for hobby-based social exchange among senior citizens in Japan.
(2)Operating results for the department to be split (Fiscal year ended March 31, 2018)
Operating results of the | Operating results of | Ratio (a/b) | |
business (a) | DeNA (consolidated) (b) | ||
Revenue | 58 million yen | 139,390 million yen | 0.0% |
(3) Assets and liability items and monetary amounts to be split
Assets | Liabilities | ||||
Item | Book value | Item | Book value | ||
Current assets | 20 million yen | Current liabilities | 1 million yen | ||
Non-current assets | 26 million yen | Non-current liabilities | - | ||
Total | 46 million yen | Total | 1 million yen | ||
*The amounts of assets and liabilities to be split are based on the balance sheets as of March 31, 2018. The actual amounts of assets and liabilities to be split will be determined by adjusting the above amounts to reflect changes to the assets and liabilities up to the effective date of the split.
6. Status of the listed company and the succeeding company in the absorption-type company split after the company split
No changes are expected in the company name, address, name and titles of representative, description of businesses, stated capital, or fiscal year-end for DeNA or Ostance as a result of this company split.
7. Future outlook
The impact of this company split on the operating results forecast for the fiscal year ending March 31, 2019 and future operating results is expected to be minimal.
(Reference) Consolidated financial results forecast for the fiscal year ending March 31, 2019 (as of February 5, 2019) and previous consolidated financial results
Profit for the period | ||||||||||||||
Revenue | Operating profit | attributable to | Basic earnings per | |||||||||||
owners of the | share | |||||||||||||
parent | ||||||||||||||
Financial results | Millions of yen | Millions of yen | Millions of yen | Yen | ||||||||||
forecast | ||||||||||||||
(fiscal year ending | 125,800 | 13,600 | 10,500 | 72.26 | ||||||||||
March 31, 2019) | ||||||||||||||
Previous financial | ||||||||||||||
results | 139,390 | 27,503 | 22,981 | 158.34 | ||||||||||
(fiscal year ended | ||||||||||||||
March 31, 2018) | ||||||||||||||
For inquiries please contact:
IR Department (ir@dena.com)
DeNA Co., Ltd. (https://dena.com)
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DeNA Co. Ltd. published this content on 28 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 March 2019 06:19:08 UTC