February 4, 2022
For Immediate Release
Funai Soken Holdings, Inc. (TSE 1, stock code 9757)
Takayuki Nakatani, President & CEO
Contact: Takahisa Okumura
Director, senior vice president, and head of Management Administration Divisional Headquarters
+81-(0)6-6232-0130
Notice Regarding Merger of Consolidated Subsidiaries and Change of Trade Name
Funai Soken Holdings hereby announces that its Board of Directors decided at a board meeting today to merge two Funai Soken Consulting Group companies-Funai Soken Corporate Relations Inc., and Shinwa Computer Service Co., Ltd.-and rename the surviving company.
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Reasons for Merger
As part of the Funai Soken Consulting Group's core business of providing comprehensive management consulting services for SMEs, the group has expanded its services to include digital transformation consulting and comprehensive management consulting for mid-scale clients. As a result, the group faces an urgent need to strengthen its platform for hiring and developing talent able to provide digital solutions. The decision was made to merge the strengths of Funai Soken Corporate Relations (online marketing and BPO consulting) with those of Shinwa Computer Service (digital HR hiring and development, computer systems development) so that the Funai Soken Consulting Group may offer clients the full spectrum of digital services more seamlessly. - Details of Merger
(1) Schedule
Board meetings (of the boards of directors of the merging companies and Funai Soken Holdings) to approve merger agreement contents prior to execution: Scheduled for Feb. 18, 2022
Execution of the merger agreement (by the merging companies):Scheduled for Feb. 18, 2022 Shareholders meetings (of the merging companies) to approve the merger agreement: Scheduled for Mar. 25, 2022
Merger takes effect: Scheduled for July 1, 2022
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Method of Merger
An absorption merger, in which Funai Soken Corporate Relations will absorb Shinwa Computer Service and be the surviving company, and Shinwa Computer Service will become defunct. - Allocation of Stake in New Company
As both merging companies are wholly-owned subsidiaries of Funai Soken Holdings, no allocation of shares or other monies shall arise in this case. - Effect on Subscription Rights for Shares and Bonds with Subscription Rights
N/A
3. Merging Companies
Absorbing Company | Absorbed Company | ||
(1) | Name | Funai Soken Corporate Relations | Shinwa Computer Service Co., |
Inc. | Ltd. | ||
(2) Address | 6th floor, Shinfushimimachi | 3rd floor, Nippo Hacchobori | |
Bldg., 4-4-10Fushimi-machi, | Bldg., 2-19-8 Hacchobori, Chuo- | ||
Chuo-ku, Osaka | ku, Tokyo | ||
(3) | Representative | Hitoshi Nagira, president | Akihide Goto, president |
(4) | Business | Systems integration, digital | Systems development, etc. |
marketing, BPO and consulting | |||
(5) | Capital | 50 million yen | 13 million yen |
(6) | Incorporated | November 28, 2013 | June 12, 1980 |
(7) | Shares Issued | 5,000 | 7,560 |
(8) | Fiscal Year | Ends December 31 | Ends December 31 |
(9) | Major Shareholders and | Funai Soken Holdings: 100% | Funai Soken Holdings: 100% |
Stakes | |||
(10) Financial Situation and Business | Performance in Preceding Fiscal Year | ||
(In thousands of yen except net assets per share and earnings per share) | |||
Year ended December 2020 | Year ended December 2020 | ||
Net assets | 889,786 | 124,982 | |
Total assets | 1,500,533 | 240,548 | |
Net assets per share | 177,957 yen | 16,532 yen | |
Net sales | 4,946,252 | 562,020 | |
Operating income | 223,055 | -22,707 | |
Ordinary income | 230,369 | -22,669 | |
Net income | 154,668 | -10,526 | |
Earnings per share | 30,933 yen | -1,392 yen | |
4. Post-Merger Company | |||
(1) | New trade name | Funai Soken Digital, Inc. (TBC) | |
(2) Principal place of business | 6th floor, Shinfushimimachi Bldg., 4-4-10Fushimi-machi,Chuo-ku, | ||
Osaka | |||
(3) | Representative | Hitoshi Nagira, president | |
(4) | Business | Systems integration, digital marketing, BPO, consulting, and systems | |
integration, etc. | |||
(5) | Capital | 50 million yen | |
(6) | Fiscal Year | Ends December 31 | |
(7) | Major Shareholders and | Funai Soken Holdings: 100% | |
Stakes |
Funai Soken Corporate Relations is scheduled to change its trade name when the merger takes effect on July 1, 2022.
5. Outlook
The impact of this merger on business performance for this fiscal year is minor. Funai Soken Holdings will promptly announce any information requiring public notice.
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Disclaimer
Funai Soken Holdings Co. Ltd. published this content on 04 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 February 2022 06:55:18 UTC.