Restar電子

2023年6月20日

06/19/2023 | 10:35pm美國信息:*必填字段注意:本文檔已經從日本原始的一部分翻譯僅供參考。在發生任何差異這翻譯文檔和日本原始的最初的為準。2023年5月26日,(電話:03-3458-4618)公司通過合並公司的合並子公司公司特此宣布舉行董事會會議今天,它解決的基本政策過渡從純粹控股公司操作公司通過吸收-類型與國內全資子公司合並,主要Restar電子公司(“矩形”),Restar通信公司(RCC)和Vitec Enesta有限公司有限公司(“獸醫”),在該公司將幸存的公司(“合並”),如下所示。要合並的合並是一種簡化的吸收式合並子公司,某些披露和細節被忽略了。細節1。原因和目標確定管理集成的基本政策在2019年4月,Restar集團奉行業務基於剝離結構在該公司是一個純粹控股公司的願景“我們的目標是“電子遊戲平台價值“,容納所有的涉眾需求”的集團的使命是“我們幫助社會發展通過利用信息技術來創建和交付新的價值和服務。”The post-integration merger of businesses has proceeded smoothly, and there has also been progress in business expansion, including the implementation and realization of inter-business synergies, a key strategy, in various areas. On the other hand, function overlap and human resource shortages have also become apparent, and we believe that it is important to optimize the Group's organization and transform its earnings structure to respond to the rapidly changing business environment surrounding the Group. In order to further accelerate efforts to increase corporate value and to start a growth phase to realize the Company's vision based on a medium- to long-term future orientation, it is essential to restructure the business through the Merger, and the basic policy has been decided to study the optimal structure for each business and function. The Group will optimize the allocation of human resources and other management resources, transform its earnings structure, speed up decision-making, manage businesses flexibly, and expand businesses through M&A, with the aim of increasing the Group's corporate value over the medium to long term. We will continue to consider the restructuring of the business with a target date of April 1, 2024, including the absorption-type merger of other wholly-owned domestic subsidiaries. The new structure of the Group aimed at optimizing management resources and maximizing business synergies will be disclosed once it has been determined. 1 Schedule for the Merger April 1, 2024 (scheduled) Effectuation of absorption-type merger Note: Since the Merger falls under the category of a simplified merger as defined in Article 796, Paragraph 2 of the Companies Act and the three wholly-owned subsidiaries fall under the category of a short- form merger as defined in Article 784, Paragraph 1 of the same Act, the Merger will be conducted without obtaining the approval of a general meeting of shareholders of the surviving and dissolving companies for the merger agreement. Method of the Merger The Merger is an absorption-type merger in which the Company will be the surviving company and its wholly-owned subsidiaries, primarily REC, RCC, and VET, will be the dissolving companies. Details of Allotment Related to the Merger The Merger will be conducted with wholly-owned subsidiaries, and no new shares will be issued and no money, etc. will be delivered. Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in Connection with the Merger Not applicable. 3. Overview of the Companies Involved in the Merger Under the Basic Policy (as of March 31, 2023) Surviving company 345,327 yen Note: Figures for the fiscal year ended March 31, 2023 for REC, RCC, and VET are unaudited. 4. Status of the Company after the Merger There will be no change in the title and name of the representative, capital, and fiscal year-end as a result of the Merger. The Company's trade name, head office address, and business details will be as described in "Notice of Change in the Company's Trade Name and Partial Amendment of the Articles of Incorporation (Trade Name, Purpose, and Head Office Relocation" dated today. 5. Future Outlook Since the Merger is a merger with the Company's wholly-owned consolidated subsidiaries, the impact on the Company's consolidated financial results will be immaterial. The companies to be merged in the business restructuring will be disclosed again after being decided. 3