Absorption-Type Merger Agreement
The Company and its subsidiaries (the “Group”) are advancing their Beyond Carrier strategy to continuously increase its shareholder value in the rapidly evolving information and communications sector. At the same time, the Group is streamlining its management through structural reforms. In order to streamline our organization and business operations and improve the efficiency of management resources across the Group, we have decided to proceed with the absorption merger of Shiodome Mobile, the wholly-owned subsidiary that provides and resells mobile data communication lines. Shiodome Mobile provided mobile Wi-Fi routers, but stopped accepting new apps from the service in February 2016 due to a change in its parent company. With the increase in mobile options, Shiodome Mobile felt that it would be difficult to provide stable services in the future due to a decline in the number of customers and the launch of 5G, and decided to discontinue the service on March 31, 2021. (2) Merger methodKurita Engineering is dissolved by an absorption merger in which the company is the surviving company. 4. Statute of the company after the merger The name, place, title and name of the agent, the description of the company, the capital and the end of the financial year of the company do not change after the merger. 5. Impact on business development The impact of this merger on the company`s business performance is negligible on both a consolidated and unconsolidated basis. Forecasts of corporate performance on a consolidated basis for the year ending March 2021 have not yet been determined, as it is difficult to make reasonable forecasts given the spread of Covid-19. We will publish the forecast as soon as it is ready. As this is a merger of a wholly-owned subsidiary of the Company, the impact of the merger on the Company`s consolidated results of operations is negligible.
Since the merger is a simplified absorption merger pursuant to Article 796(2) of the Companies Law in respect of the company and an abridged merger pursuant to Article 784(1) of that law as regards Shiodome Mobile, the merger agreement is approved without convening the general meeting of shareholders of both companies. (3) Merger AllocationsTo the extent that Kurita Engineering is a wholly-owned subsidiary of the Company, no allocation of shares or other monetary assets will be made as a result of the Merger. Given that the merger involves a merger of SBG`s wholly-owned subsidiary, the impact of the merger on SBG`s consolidated financial results will be small. SoftBank Group Corp (“SBG”) announced today that its Board of Directors has decided to merge its wholly-owned subsidiary Net Culture GK (“Net Culture”) in an absorption merger (the “Merger”) effective July 1, 2021 as follows. This merger will allow the Company to flexibly invest its management resources, such as financial and human resources, in Kurita Engineering`s strong technology and customer base, enabling it to accurately identify these needs and offer optimal solutions. Our goal is to expand the scope of our factory cleaning business and achieve sustainable growth by establishing a system that quickly responds to social and customer requirements in future social and industrial infrastructure markets. (2) Type of merger This is an absorption merger in which the company will be the surviving company and DENSO IT Solutions the acquired company. (3) Details of the distribution in the context of the merger There are no relevant questions. (4) The treatment of stock options and bonds with stock options of the acquired company DENSO IT Solutions does not issue stock options or bonds with stock options.
3. Overview of Companies Involved in the Merger (as of March 31, 2020) SoftBank Corp. (the “Company”) hereby announces that the Company will attend the meeting of the Board of Directors on March 23, 2020. April 2021 has decided to proceed with an absorption merger (hereinafter the “Merger”) of its wholly-owned subsidiary Shiodome Mobile, Inc. (hereinafter the “Shiodome Mobile”). Effective July 1, 2021.La Company omitted certain disclosures and details as the merger is a simplified absorption merger of a wholly-owned subsidiary. Since the merger is an abbreviated merger for SBG under Article 796-2 of the Companies Act, the merger will be carried out without the approval of SBG`s general meeting of shareholders to enter into the merger agreement. Please note that the disclosed elements and details are partially omitted as the merger is a simplified merger of the Company`s wholly-owned subsidiary. 1. Purpose of the merger In October 2001, the company founded DENSO IT Solutions (former name: DENSO ISM Corporation).
However, there is an urgent need to advance the enterprise-wide digitization strategy and make it easier to use and apply data. As a result, the company will integrate DENSO IT solutions and improve internal collaboration to maximize the speed and performance of operations and accelerate digital transformation. 2. Merger Summary (1) Timing of Merger Kariya (Japan) ― DENSO Corporation (the “Company”) hereby announces that it has decided to merge its wholly-owned subsidiary DENSO IT Solutions Inc. (“DENSO IT Solutions”) with the Company at a meeting of the Board of Directors held today as part of an absorption merger effective October 1, 2020. The merger will be an absorption merger with the company as a surviving company. Shiodome Mobile is dissolved. As the merger is taking place with a wholly-owned subsidiary, the impact on the Company`s consolidated financial results will be small. Each of the joint-stock companies listed in the following positions (hereinafter referred to as “Acquired Joint-stock company, etc.”) in this division enters into force from the date on which the acquisition merger agreement, etc.
Kurita Water Industries Ltd. (Headquarters: Nakano-ku, Tokyo; President: Michiya Kadota; hereinafter the “Company”) announces that its Board of Directors has decided at a meeting held today that Kurita Engineering Co., Ltd. (Headquarters: Osaka-shi, Osaka; President: Ikuo Ishimaru; hereinafter referred to as “Kurita Engineering”), a wholly-owned subsidiary of the Company, as of April 1, 2021. About DIESO Corporation DENSO is a $47.6 billion global mobility provider that develops cutting-edge technologies and components for virtually every make and model of vehicle on the road today. With manufacturing at its core, DENSO invests in its 200 plants around the world to manufacture thermal, powertrain, mobility, electrification and electronic systems to create jobs that directly change the way the world evolves. The company`s more than 170,000 employees are paving the way for a future of mobility that improves lives, avoids traffic accidents and protects the environment. Headquartered in Kariya, Japan, DeNSO spent 9.9% of its global sales on research and development in the fiscal year ended March 31, 2020. For more information about global DENSO, see www.denso.com/global/en. The joint-stock company that survives an absorption merger, the joint-stock company subsequent in the division of the absorption company or the wholly-owned parent company on the stock exchange (hereinafter referred to as the `survival joint-stock company, etc.`) in that department from the date on which the absorption merger agreement is concluded, etc. Division 1 Procedure for a member company Article 793A The member company performing one of the following actions must obtain the consent of all the members of the member company with regard to the merger agreement of the absorption type, etc.
Founded in 1959 when the chemical cleaning department was separated from the company, Kurita Engineering expanded its business by focusing on large-scale chemical cleaning in Japan as a leader in the field of factory cleaning. In social and industrial infrastructure markets such as electricity, iron and steel, oil refining and petrochemicals, which are the main markets for Kurita Engineering and the company, there is a growing need to reduce environmental impact and improve productivity, including decarbonization measures against global climate change. .