1. Homepage
  2. Equities
  3. Japan
  4. Japan Exchange
  5. Benefit One Inc.
  6. News
  7. Summary
    2412   JP3835630009

BENEFIT ONE INC.

(2412)
  Report
Delayed Japan Exchange  -  05/24 01:04:25 am EDT
1984.00 JPY   -5.07%
05/20Benefit One Ups Fiscal 2023 Guidance on Higher FY22 Net Income, Sales
MT
05/19Benefit One Inc. Provides Consolidated Earnings Guidance for the Six Months and Full Year of Fiscal Year Ending March 31, 2023
CI
05/19Benefit One Inc. Provides Dividend Guidance for the Fiscal Year Ending March 31, 2023
CI
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Benefit One : Notice Concerning the Absorption-type Merger of a Wholly Owned Subsidiary, etc.

12/24/2021 | 03:17am EDT

December 23, 2021

To whom it may concern:

Company name: Benefit One Inc. Representative: Norio Shiraishi, President (Stock exchange code: 2412 / TSE First Section) Contact point: Kenji Ozaki, Managing Director (Tel: 03-6870-3802)

Notice Concerning the Absorption-type Merger of a Wholly Owned Subsidiary, a Change to a Specified Subsidiary Company, a Partial Revision of the Articles of Incorporation, and Setting the Reference Date to Call an Extraordinary General Meeting of Shareholders

Benefit One Inc. resolved, at the Board of Directors meeting held today, to execute an absorption-type merger (hereinafter, "Merger") of JTB BENEFIT SERVICE, Inc. (hereinafter, "JTB BENEFIT"), a wholly- owned subsidiary of Benefit One, effecting April 1, 2022, after undergoing the prescribed procedures including a resolution for approval at the extraordinary general meeting of shareholders scheduled for March 29, 2022 (hereinafter, "Extraordinary Shareholders Meeting"); to revise a part of the articles of incorporation in association with the Merger (hereinafter, "Changes in the Articles of Incorporation"); and to set the reference date to call the Extraordinary Shareholders Meeting as follows:

Matters and details of disclosure are partially omitted since the Merger is an absorption-type merger of a wholly owned subsidiary.

As a result of the Merger, JTB BENEFIT will dissolve and will not be a specified subsidiary company of Benefit One.

I. About the Merger

1. Purpose of the Merger

Benefit One acquired all shares of JTB BENEFIT on October 29, 2021 and made it a subsidiary.

By accelerating the promotion of the integration of services and organizational functions that are duplicating within the group after the Merger, we intend to pursue the economy of scale as much as possible, improve the business efficiency through the efficient allocation and utilization of management resources, work on the improvement of the service menu in quality and quantity, and aim to further increase customer satisfaction.

For the reasons above, Benefit One decided to conduct an absorption-type merger of JTB BENEFIT effecting on April 1, 2022.

2. Summary of the Merger

(1) Schedule of the Merger

Date of resolution at the meeting of the Board of Directors

December 23, 2021

Date of conclusion of the merger contract

December 23, 2021

Date of public notice of the reference date for the Extraordinary Shareholders

January 14, 2022 (plan)

Meeting

Reference date for the Extraordinary Shareholders Meeting

January 31, 2022 (plan)

1

Scheduled date for resolution at the Extraordinary Shareholders Meeting

March 29, 2022 (plan)

Date of merger (effective day)

April 1, 2022 (plan)

  • We decided to hold a general meeting of shareholders for the approval of the merger contract, based on the proviso to Article 796, Paragraph 2 and the provisions of Article 795, Paragraph 2, Item 1 of the Companies Act, because the Merger may incur a merger loss on Benefit One. JTB BENEFIT will not hold a general meeting of shareholders for the approval of the merger contract because a short form merger is permitted for JTB BENEFIT based on Article 784, Paragraph 1 of the Companies Act.

(2) Type of the Merger

The Merger is an absorption-type merger with the surviving company being Benefit One and the disappearing company being JTB BENEFIT. JTB BENEFIT will dissolve after the Merger.

(3) Allotment related to the Merger

No shares or other assets will be allotted since the Merger is an absorption-type merger of a wholly owned subsidiary.

  1. Handling of stock options and bonds with share options of the disappearing company Not applicable.

3. Overview of the companies involved in the Merger

Surviving company

Dissolved company

(1) Trade name

Benefit One Inc.

JTB BENEFIT SERVICE, Inc.

(2)

Head office location

6-2,2-chome, Otemachi,

7-6,2-chome, Fukagawa, Koto-ku,

Chiyoda-ku, Tokyo

Tokyo

(3)

Job title and name of

Norio Shiraishi, President

Ichiro Nakamura, President & CEO

representative

Employee Benefit services

business, Healthcare business,

Incentive business, Purchase

Outsourced employee benefit

(4)

Description of

and Settlement Service

service, health support service,

business

business, Individual Benefit

and organizational activation

Services business, CRM

service

(customer relationship

management) business, etc.

(5)

Share capital

1,527 million yen

300 million yen

(6)

Date of establishment

March 15, 1996

February 10, 2000

(7)

Number of issued

159,970,000 shares

3,000 shares

shares

(8)

Fiscal year end

March 31

March 31

(9)

Largest shareholders

Pasona Group Inc.: 50.92%

Benefit One Inc.

and shareholding ratio

The Master Trust Bank of Japan,

100.00%

(as of September 30,

Ltd. (Trust account): 6.74%

2021)

Custody Bank of Japan, Ltd.

*

(Trust account): 4.15%

2

(10) Financial position and operating results of the preceding fiscal year

Fiscal year

FY03/21 (consolidated)

FY03/21 (non-consolidated)

Net assets

19,865 million yen

2,908 million yen

Total assets

36,171 million yen

7,412 million yen

Net assets per share

124.84 yen

969,354.66 yen

Sales

37,841 million yen

9,956 million yen

Operating income

9,774 million yen

746 million yen

Ordinary income

9,858 million yen

806 million yen

Net income attributable

6,766 million yen

558 million yen

to owners of parent

Net income per share

42.52 yen

186,031.07 yen

* The shareholding ratio is calculated by deducting treasury shares.

4. Situation after the Merger

The Merger will not cause any change in Benefit One's trade name, location, job title and name of representative, description of business, share capital, and fiscal year end.

5. Outlook

The Merger is expected to have a minor impact on FY03/22 consolidated performance forecasts since JTB BENEFIT is a wholly owned subsidiary of Benefit One. We will promptly announce the revised performance forecasts if the forecasts need to be revised.

(Reference) FY03/22 consolidated performance forecasts (announced on November 4, 2021) and FY03/21 consolidated performance results

Net income

Sales

Operating

Ordinary

attributable

Net income

income

income

to owners of

(Millions of

per share

(Millions of

(Millions of

parent

yen)

(Yen)

yen)

yen)

(Millions of

yen)

FY03/22

consolidated

37,310

11,750

11,830

8,120

51.03

performance

forecasts

FY03/21

consolidated

37,841

9,774

9,858

6,766

42.52

performance

results

II. Changes in the Articles of Incorporation

1. Purpose of the Changes in the Articles of Incorporation

A business purpose will be added to Article 2 (Purpose) of Benefit One's articles of incorporation since Benefit One will take over all businesses of JTB BENEFIT after the Merger.

2. Changes in the Articles of Incorporation

The articles of incorporation will be changed as follows:

3

(The underlined portions indicate the changes.)

Current articles of incorporation

Proposed change

(Purpose)

(Purpose)

Article 2. The purpose of the Company shall be

Article 2. The purpose of the Company shall be

to engage in the following businesses.

to engage in the following businesses.

(1) to (28) (omitted)

(1) to (28) (no change)

(Newly established)

(29) Planning, production, and

management of seminars and events

(29)Any operations incidental or related

(30)Any operations incidental or related

to any of the preceding items.

to any of the preceding items.

3. Scheduled Changes in the Articles of Incorporation

Date for resolution at the Extraordinary Shareholders

March 29, 2022 (plan)

Meeting for the Changes in the Articles of Incorporation

Effective day of the Changes in the Articles of Incorporation

April 1, 2022 (plan)

  1. Setting the reference date to call the Extraordinary Shareholders Meeting 1. Reference date, etc. related to the Extraordinary Shareholders Meeting
    Benefit One sets the reference date as January 31, 2022 to determine the shareholders who can exercise their voting rights at the Extraordinary Shareholders Meeting. The shareholders who are listed or recorded on the final shareholder register as of the date can exercise their voting rights.

(1)

Reference date

January 31, 2022

(2)

Date of public notice

January 14, 2022

(3)

Method of public notice

Electronic public notice (to be posted on Benefit One's website)

https://corp.benefit-one.co.jp/

(4)

Scheduled date of the

March 29, 2022

Extraordinary Shareholders Meeting

2. Proposals, etc. at the Extraordinary Shareholders Meeting

Benefit One plans to make proposals concerning the Merger and the Changes in the Articles of Incorporation at the Extraordinary Shareholders Meeting.

We will inform the time and venue of the Extraordinary Shareholders Meeting, the details of the proposals, etc. as soon as they are determined.

4

Disclaimer

Benefit One Inc. published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 08:16:09 UTC.


© Publicnow 2021
All news about BENEFIT ONE INC.
05/20Benefit One Ups Fiscal 2023 Guidance on Higher FY22 Net Income, Sales
MT
05/19Benefit One Inc. Provides Consolidated Earnings Guidance for the Six Months and Full Ye..
CI
05/19Benefit One Inc. Provides Dividend Guidance for the Fiscal Year Ending March 31, 2023
CI
05/19Benefit One Inc. Announces Dividend for the Fiscal Year Ended March 31, 2022, Payable o..
CI
05/11Benefit One to Buy Back and Cancel Shares
MT
05/10Benefit One Seeks Acquisitions
CI
05/10Benefit One Inc. announces an Equity Buyback for 800,000 shares, representing 0.5% for ..
CI
05/10Benefit One Inc. authorizes a Buyback Plan.
CI
03/30BENEFIT ONE INC. : Ex-dividend day for final dividend
FA
02/04BENEFIT ONE : Notice Concerning the Disposition of Treasury Shares by Third Party Allotmen..
PU
More news
Financials
Sales 2022 40 996 M 321 M 321 M
Net income 2022 8 720 M 68,3 M 68,3 M
Net cash 2022 15 109 M 118 M 118 M
P/E ratio 2022 38,2x
Yield 2022 1,78%
Capitalization 333 B 2 604 M 2 604 M
EV / Sales 2022 7,74x
EV / Sales 2023 7,23x
Nbr of Employees 860
Free-Float 46,5%
Chart BENEFIT ONE INC.
Duration : Period :
Benefit One Inc. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends BENEFIT ONE INC.
Short TermMid-TermLong Term
TrendsNeutralBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 4
Last Close Price 2 090,00 JPY
Average target price 3 600,00 JPY
Spread / Average Target 72,2%
EPS Revisions
Managers and Directors
Norio Shiraishi President & Representative Director
Kenji Ozaki Director, Head-Finance & Accounting
Junko Fukasawa Chairman
Hideyo Tanaka Representative Director, VP & Head-Administration
Nobuyasu Kubo Independent Outside Director
Sector and Competitors
1st jan.Capi. (M$)
BENEFIT ONE INC.-57.95%2 604
RECRUIT HOLDINGS CO., LTD-29.83%62 525
PAYCHEX, INC.-14.04%42 358
TRINET GROUP, INC.-20.90%4 691
TECHNOPRO HOLDINGS, INC.-15.07%2 497
SMS CO., LTD.-32.34%2 089