Notice Regarding Company Split (SimplifiedAbsorption-type Company Split).
The Company has omitted certain disclosures and details of the Company Split, since the decrease in the total assets of the Company is less than 10% of the net assets at the end of the most recent fiscal year, and the decrease in revenue of the Company is expected to be less than 3% of revenue of the most recent fiscal year.
1. Purpose of the Company Split
The Group is promoting its Beyond Carrier strategy to continuously increase its corporate value in the rapidly changing information and communications industry. At the same time, the Group is streamlining its management by implementing structural reforms. As part of these efforts, the Group decided to transfer the Business to U-NEXT, which has been operating the Business since before.
Guided by its corporate philosophy of ' Information Revolution - Happiness for everyone,' the Group aims to be a corporate group that provides the services and technologies most needed by people around the world. Going beyond the confines as traditional telecommunications carrier, the Group will expand its business in three fields - telecommunications business, Yahoo business and new businesses. Through this, the Group will strengthen its earnings base and aim to achieve sustainable growth. In addition, while streamlining our organization and business operation, and enhancing the efficiency of management resources of the entire Group, we have continuously discussed with U-NEXT, our collaborative partner who has operational expertise in procurement, planning, and distribution of animation contents. We determined that transferring the Business to U-NEXT would be the best way to enhance the business itself and increase the value that it provides.
2. Outline of the Company Split
(1) Schedule of the Company Split
(1) Date of the resolution of the Board of Directors
(2) The date of conclusion of the absorption-type company split agreement
(3) Effective date of the Company Split
Pursuant to Paragraph 2 of Article 784 of the Companies Act of
(2) Method of the Company Split
An absorption-type company split in which the Company will be the splitting company and U-NEXT will be the successor company.
(3) Details of the allotment related to the Company Split
In the Company Split, the Company will receive
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Company Split
There will be no changes in the treatment of the stock acquisition rights issued by the Company due to the Company Split. The Company has not issued any bonds with stock acquisition rights.
(5) Change in capital due to the Company Split
There will be no change in the Company's share capital as a result of the Company Split.
(6) Rights and obligations to be succeeded by the successor company
U-NEXT will succeed the assets, liabilities, contracts and other rights and obligations related to the Business as of the effective date to the scope stipulated in the Agreement.
(7) Prospects of fulfillment of obligations
The Company believes that there are no issues with the prospect of fulfilling such obligations with regard to the obligations to be borne by U-NEXT in connection with the Company Split.
3. Basis of calculating the details of the allotment related to the Company Split
The two companies have reached an agreement on the aforementioned allotment in relation to the Company Split as a result of sincere discussions based on a comprehensive consideration of factors such as the status of earnings and future prospects of the Business to be split from the Company in the Company Split. The effect of the Company Split on the Company's consolidated results of operations is immaterial.
4. Overview of the companies involved in the Company Split Splitting company Successor company (1) Trade name
(2) Address 1-9-1, Higashi-Shimbashi, Minato-ku,
(3)
(4) Nature of Business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services Operation and sales of video distribution services for individuals. Provision and sales of MVNO services and fixed broadband line services for individuals
(5) Share capital
(As of
(As of
(6) Founded
(7) Number of shares issued 4,787,145,170 shares 54,000 shares
(8) Fiscal year end
(9) Major shareholders and shareholding ratios
STATE STREET BANK WEST CLIENT-TREATY 505234 0.57%
(10) Financial position and results of operations for the most recent fiscal year
Fiscal year end (Fiscal year ended
(Consolidated: IFRS) (Fiscal year ended
(Standalone: Japanese GAAP)
Equity attributable to owners of the Company*
Total assets
Equity per share attributable to owners of the Company*
Revenue
Operating income*
Profit (loss) before income taxes
Net income attributable to owners of the Company
Basic earnings per share
[Notes]
*1
It is net assets for U-NEXT.
*2
It is net assets per share for U-NEXT.
*3
It is ordinary loss for U-NEXT.
5. Overview of the business to be split
(1) Description of the business to be split
Animation dedicated contents distribution service
(2) Operating results of the business to be split
Fiscal year end Fiscal year ended
Revenue
(3) Items and amounts of assets and liabilities to be split
There will be no assets or liabilities to be split as a result of the Company Split.
6. Status of the companies after the Company Split
Trade name, address, name and title of representative, nature of business, share capital, and fiscal year end of the Company and U-NEXT remain unchanged after the Company Split.
7. Forecasts
The effect of the Company Split on the Company's consolidated results of operations is immaterial.
(Reference) Consolidated results forecasts for the current fiscal year (announced on
Revenue Operating income Net income attributable to owners of the Company Basic earnings per share
Consolidated earnings forecast
for the fiscal year ending
Consolidated results
for the fiscal year ended
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