Notice of Merger (Short-Form Merger) of Consolidated Subsidiary (ITS Business Applications, Inc.)
Park24 Co., Ltd. (hereinafter the “Company”) announces that on October 15 it decided to merge with ITS Business Applications, Inc. (hereinafter “IBA”), a wholly owned consolidated subsidiary of the Company (hereinafter the “Merger”). The effective date is December 1, 2013. Details are described below.
Since the Merger is a merger with a wholly owned subsidiary, the disclosure is an abridged form.
|1.||Purpose of the Merger|
To strengthen the Park24 Group’s ITS (Intelligent Transport System) business, the Company will integrate IBA’s ITS business with its own. The Company aims to operate the ITS business efficiently and maximize synergy within the Group.
|2.||Outline of the Merger|
|Resolution at the Board of Directors: October 15, 2013
Conclusion of the Merger agreement: October 15, 2013
Effective date of the Merger: December 1, 2013
||The Merger is a short-form merger prescribed in Article 796, Paragraph 3 of the Companies Act for the Company and a short-form merger prescribed in Article 784, Paragraph 1 of the Companies Act for IBA. Neither of the two companies will therefore hold a shareholders’ meeting to approve the Merger agreement.|
|(2) Form of the Merger|
|The Company will survive, and IBA will dissolve and cease to exist.|
|(3) Allocation associated with the Merger|
|There will be no allocation of shares, money, etc. in association with the Merger.|
|(4) Handling of the stock acquisition rights and bonds with stock acquisition rights of the company to be absorbed|
|IBA has not issued any stock acquisition rights or bonds with stock acquisition rights.|
|3.||Outline of the parties of the Merger|
|(As of October 31, 2012)|
|4.||Outline of the surviving company after the Merger|
|The name, address, title and name of the representative, business, capital, and fiscal year end of the Company, the surviving company, will remain unchanged.|
|Since the Merger is a merger with a wholly owned consolidated subsidiary, the Merger will not affect the consolidated results.|