SBI Holdings Inc : Notice Regarding the Absorption of Consolidated Subsidiaries
January 31, 2012 at 01:06 pm
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Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to
its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or
in
reliance upon the whole or any part of the contents of this
announcement.
This announcement is made pursuant to Rule 13.09(2) of the
Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited.
Please refer to the attached copy of the Announcement.
On behalf of the Board SBI Holdings, Inc. Yoshitaka Kitao
Chief Executive Officer
Japan, 31 January 2012
As of the date of this announcement, the executive Directors
are Mr Yoshitaka Kitao, Mr Taro Izuchi, Mr Takashi Nakagawa,
Mr Kenji Hirai, Mr Tomoya Asakura, Mr Takashi Okita, Mr
Noriaki Maruyama, Mr Shumpei Morita, Mr Shinji Yamauchi, Mr
Makoto Miyazaki, Mr Yoshimi Takahashi, and Mr Masaki
Takayanagi, the non-executive Directors are Mr Yasutaro
Sawada, Mr Hiroyoshi Kido, Mr Noriyoshi Kimura and Mr Hiroshi
Tasaka and the independent non-executive Directors are Mr
Masaki Yoshida, Mr Kiyoshi Nagano, Mr Keiji Watanabe, Mr
Takeshi Natsuno and Mr Akihiro Tamaki.
January 31, 2012
SBI Holdings, Inc. (TOKYO: 8473 / Hong Kong: 6488)
Notice Regarding the Absorption of Consolidated Subsidiaries
SBI Holdings, Inc. (hereafter "the Company") announced today
that it decided at a Board of Directors meeting to absorb
three companies: SBI Semantic Co., Ltd. (Minato-ku, Tokyo;
representative: Shunpei Morita; hereafter "SBI Semantic"),
SBI Property Advisors Co., Ltd. (Nagoya, Aichi Prefecture;
representative: Hidenori Kamidate; hereafter "SBI Property
Advisors"), and SBIMP Co., Ltd. (Minato-ku, Tokyo;
representative: Noriaki Maruyama and Nobuharu Yokoyama;
hereafter "SBIMP").
Note that as this absorption is an absorption of 100%
consolidated subsidiaries, some of the disclosed items and
contents thereof have been omitted.
1. Purpose of Mergers
The Company group promotes management that focuses on earning
power based on the "brilliant cut" concept, and, in addition
to engaging in fundamental business improvement and thorough
operation cost reduction, is making efforts to improve
efficiency in group management through organizational
restructuring. The Company has decided to absorb these three
companies (SBI Semantic, SBI Property Advisors, and SBIMP) in
order to consolidate the Group's management resources and
promote further management efficiency.
2. Summary of Mergers
(1) Merger Schedule
Board of Directors Meeting to
approve merger contract
January 31, 2012
Conclusion of merger contract
January 31, 2012
Effective date of merger
March 9, 2012
(2) Merger method
The merger method is one in which the Company shall be the
surviving company, and SBI Semantic, SBI Property Advisors,
and SBIMP shall be dissolved.
* This merger shall take place for the Company through the
simplified merger procedures set forth in Article 796
Paragraph 3 of the Companies Act, and for the companies to be
merged through the short form merger procedures set forth in
Article 784, Paragraph 1 of the same.
(3) Appropriation related to the merger
The Company possesses all shares of the companies to be
merged, and there will be no issuance of new shares or
increase in capital due to this merger.
(4) Handling of stock acquisition rights and bonds with stock
acquisition rights for the companies to be dissolved
No relevant items
3. Summary of merging companies (as of December 31, 2011;
excluding special notes)
Surviving company
Merged company
(1) Name
SBI Holdings, Inc.
SBI Semantic Co., Ltd.
(2) Address
1-6-1 Roppongi, Minato-ku,
Tokyo
1-6-1 Roppongi, Minato-ku,
Tokyo
(3) Representative
Yoshitaka Kitao
Shunpei Morita
(4) Business
Management and control of the corporate group through
the
possession of stocks
Implementation, dissemination, and illumination of
Semantic
web technology
(5) Capital
¥81,663 million
¥42 million
(6) Date of
establishment
July 8, 1999
October 9, 2008
(7) Issued shares
22,376,234
1,700
(8) Accounting term
March
March
(9) Main stockholders and percent of
shares owned
CB New York Orbis funds 8.74% CB New York Orbis SICAV
7.34%
SBI Holdings Inc is a Japan-based company mainly engaged in the financial business. The Company operates five business segments. The Financial Services segment engages in various finance related businesses, centered on securities related, banking, and insurance businesses in Japan and overseas. The Asset Management segment is engaged in investment management, including the establishment, offering, and management of investment trusts, investment advisory services, and provision of financial products information. The Investment segment includes investment in domestic and overseas information technology (IT), fintech, blockchain, financial, and biotechnology related venture companies. The Crypto-asset segment provides crypto-asset exchange and trading services. The Non-financial segment is engaged in various businesses such as bio-healthcare & medical informatics business, Web3 related business, renewable energy business, and businesses developing in new overseas markets such as Africa.
SBI HOLDINGS, INC. 
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