Notice of Merger through Absorption
(Simplified Absorption-type Merger)
Company name: Subaru Corporation
Representative: Atsushi Osaki, Representative Director, President and CEO
Securities Code: 7270 (Tokyo Stock Exchange Prime Market)
Contact for inquiries: Yasushi Nagae, Vice President
and General Manager of Investor Relations Department
Phone: +81-3-6447-8825
Subaru Corporation (hereinafter referred to as “the Company”) hereby announces that its Board of Directors today resolved to complete an absorption-type merger with its wholly owned subsidiary, Subaru IT Creations Corporation (hereinafter referred to as “the Merger”), effective April 1, 2024, as announced in the news release titled “Notice of Basic Agreement for Merger through Absorption (Simplified Absorption-type Merger)” dated September 15, 2022. Details of the Merger are provided below.
Because the Merger is a simplified absorption-type merger of a wholly owned subsidiary, certain disclosure items and details are omitted from this notice.
1. Purpose of the Merger
In order to respond swiftly to changes in the business environment resulting from the rapid advancement and propagation of digital technologies, the Subaru group will use the Merger to consolidate its IT resources, pursue the strengthening of IT governance and development of human resources from both quantitative and qualitative perspectives, and achieve a stronger IT system to serve growth and transformation into the future, as well as enhancing the group’s value proposition to customers.
2. Summary of the Merger
(1) Schedule of the Merger
| Date of Board of Directors resolution approving the merger | September 29, 2023 |
| Date of merger agreement | September 29, 2023 |
| Date of merger (effective date) | April 1, 2024 (tentative) |
* For the Company this Merger is a simplified merger pursuant to Article 796, paragraph 2 of the Companies Act, and for Subaru IT Creations Corporation it is an absorption-type merger pursuant to Article 784, paragraph 1 of the Companies Act, so neither company shall hold a general meeting of shareholders to approve the merger agreement.
(2) Method of the Merger
The merger will be conducted through an absorption-type merger method in which the Company will be the surviving company and Subaru IT Creations will be dissolved as the absorbed company.
(3) Allocations Relating to the Merger
Because this is a merger of a wholly owned subsidiary, no shares will be issued or consideration paid in conjunction with the Merger.
(4) Treatment of Share Subscription Rights and Bonds with Share Subscription Rights for the absorbed company
No applicable matters.
3. Overview of the Parties to the Merger
4. Status After the Merger
There will be no changes to the Company’s name, address, name and title of representative, business description, capital, or fiscal year-end after the Merger.
5. Business Impact
Because the Merger is with a wholly owned subsidiary, its impact on the Company’s consolidated financial results is insignificant.
