Press Releases
December 20, 2019
NTT DOCOMO to Absorb docomo Healthcare in Simplified, Short-form Merger
TOKYO, JAPAN, December 20, 2019 --- NTT DOCOMO, INC. announced that its board of directors today approved a plan to purchase all shares of docomo Healthcare, Inc., a consolidated company of NTT DOCOMO, from OMRON HEALTHCARE Co., Ltd. on January 28, 2020 (planned) to make docomo Healthcare a wholly owned subsidiary of NTT DOCOMO. The board also approved a plan to absorb the company as a simplified merger effective as of April 1, 2020 (planned). The merger will take effect after the share purchase is completed. As a simplified, absorption-type merger of a wholly owned subsidiary, certain disclosure items and details are omitted from this announcement.
1.Purpose of Merger
The subsidiary, docomo Healthcare, operates a healthcare business within the NTT DOCOMO group.
The environment surrounding the healthcare business field, namely, healthcare management applications and supporting services, has been rapidly changing in recent years. The healthcare market overall has been expanding in line with both individual customers' rising needs and corporate activities designed to enhance healthcare management and corporate wellness.
NTT DOCOMO, aiming to respond to needs in the expanding healthcare market as well as grow its business in this field, has decided on the merger to further streamline group management and speed up decision making. The merger will also help to strengthen the synergy between this business and NTT DOCOMO assets such as the d POINT Program and 5G mobile communication services.
Accordingly, NTT DOCOMO will absorb the business of docomo Healthcare. Also, in a related move, NTT DOCOMO and its ongoing partner OMRON HEALTHCARE Co., Ltd. signed a new agreement today regarding collaboration in fields including those beyond healthcare for the creation of all-new value.
2.Summary of Merger
- Merger scheduleNote: Neither company shall hold a shareholder meeting to approve the formal merger agreement, since it is a simplified merger prescribed in Article 796, paragraph 2 of the Companies Act relating to NTT DOCOMO and a short-form merger prescribed in Article 784, paragraph 1 of the Companies Act relating to docomo Healthcare.
Merger schedule Approval of merger (by boards of directors of both NTT DOCOMO and docomo Healthcare) December 20, 2019 Signing of merger agreement December 20, 2019 Effective date of merger April 1, 2020 (planned) - Merger method
Absorption-type merger in which NTT DOCOMO will be the surviving company and docomo Healthcare will be dissolved. - Allotment pertaining to merger
There will be no new share issuance, merger-related capital increase or any cash compensation. - Treatment of share subscription rights or bonds with share subscription rights of the dissolving company
docomo Healthcare has not issued share subscription rights or bonds with share subscription rights. - Subsequent conditions
The merger plan will take effect only in the event that NTT DOCOMO has acquired all issued stocks of docomo Healthcare.
The merger agreement will be automatically terminated if approval by NTT DOCOMO's general meeting of shareholders is required for the merger pursuant to Article 796, paragraph 3 of the Companies Act.
3.Outline of merging companies (as of March 31, 2019)
| Name | NTT DOCOMO, INC. (Surviving company in absorption-type merger) |
docomo Healthcare, Inc. (Dissolving company in absorption-type merger) |
|---|---|---|
| Head office | 2-11-1 Nagata-cho, Chiyoda-ku, Tokyo, Japan | 1-19-19 Ebisu, Shibuya-ku, Tokyo, Japan |
| Representative | Kazuhiro Yoshizawa, President and CEO |
Shinichiro Murakami, President and CEO |
| Main business | Mobile communications business | Platform business for managing, utilizing and sharing data related to health and medical care |
| Capital stock | JPY 949,679,500,000 | JPY 1,300,000,000 |
| Establishment | August 1, 1991 | July 2, 2012 |
| Issued shares | 3,335,231,094 shares | 52,000 shares |
| Fiscal yearend | March 31 | March 31 |
| Major shareholders and shareholding ratio | Nippon Telegraph and Telephone Corporation (64.10%) The Master Trust Bank of Japan, Ltd. (trust account) (2.70%) Japan Trustee Services Bank Ltd. (trust account) (2.14%) |
NTT DOCOMO, INC. (66%) OMRON HEALTHCARE Co., Ltd. (34%) |
4.Performance and financial position in preceding fiscal year
NTT DOCOMO, INC. (consolidated, IFRS)
| Fiscal year | Year ended March 31, 2019 |
|---|---|
| Total equity (net assets) | JPY 5,394,124 million |
| Total assets | JPY 7,340,546 million |
| Equity attributable to shareholders of NTT DOCOMO, INC. | JPY 1,610.64 |
| Operating revenues | JPY 4,840,849 million |
| Operating profit | JPY 1,013,645 million |
| Profit | JPY 664,851 million |
| Profit attributable to shareholders of NTT DOCOMO, INC. | JPY 663,629 million |
| Basic earnings per share | JPY 187.79 |
- (Note 1)
The company has disclosed its consolidated financial statements in accordance with the International Financial Reporting Standards from the first quarter of the fiscal year ending March 31, 2019. - (Note 2)
Consumption tax amounts are not included in operating revenues. - (Note 3)
The number of shares the company owns is deducted from the total amount of issued shares when calculating equity attributable to shareholders of NTT DOCOMO, INC. and basic earnings per share.
docomo Healthcare, Inc. (non-consolidated, Japanese GAAP)
| Fiscal year | Year ended March 31, 2019 |
|---|---|
| Net assets | JPY 5,852 million |
| Total assets | JPY 6,737 million |
| Net assets per share | JPY 112,534.11 |
| Net sales | JPY 4,292 million |
| Operating income | JPY 394 million |
| Recurring profit | JPY 397 million |
| Net income | JPY 116 million |
| Net income per share | JPY 2,226.19 |
5.Status following merger
- No change will be made to the name, head office address, name or title of representative, main business, capital stock or fiscal yearend of NTT DOCOMO due to the merger.
- Future prospects
Since this is an absorption-type merger of a wholly owned subsidiary, the merger is not expected to have a material impact on the consolidated performance of NTT DOCOMO.
