IR News

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
  (1) Schedule
    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
    (Note)
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)
 
  Surviving company Company to be absorbed
 (1)Name  Park24 Co., Ltd.  ITS Business Applications, Inc.
 (2)Address  2-7-1 Yurakucho, Chiyoda-ku, Tokyo  2-7-1 Yurakucho, Chiyoda-ku, Tokyo
 (3)Title and name of representative  President and Representative Director, Koichi Nishikawa  President and Representative Director, Shinjiro Aoki
 (4)Business  Parking Business, Mobility Business  ITS (Intelligent Transport System) business
 (5)Capital  7,435 million yen  100 million yen
 (6)Established  August 26, 1971  July 23, 2003
 (7)Number of shares issued  150,344,504  18,800
 (8)Fiscal year end  October 31  October 31
 (9) Major shareholders and their shareholding
 Senju Co., Ltd. 14.46%
 CBNY-ORBIS Funds 6.39%
 Koichi Nishikawa 5.39%
 Japan Trustee Services Bank, Ltd. (trust account)
5.04%
 CBNY-ORBIS SICAV
4.51%
 Park24 Co., Ltd.　　　100%
(10) Financial position and operating results in the latest fiscal year (ended October 2012)
  Park24 Co., Ltd. (consolidated) ITS Business Applications, Inc.
 Net assets 47,893 million yen 25 million yen
 Total assets 117,808 million yen 56 million yen
 Net assets per share 330.44 yen 1,346.31 yen
 Net sales 139,547 million yen 10 million yen
 Operating profit 17,809 million yen -14 million yen
 Recurring profit 17,317 million yen -14 million yen
 Net income 9,670 million yen -15 million yen
 Net income per share 67.37 yen -828.06 yen
   
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.
         
5. Outlook
  Since the Merger is a merger with a wholly owned consolidated subsidiary, the Merger will not affect the consolidated results.