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TOKYO, Nov. 7, 2013 (GLOBE NEWSWIRE) -- Internet Initiative Japan Inc. ("IIJ") (Nasdaq:IIJI) (TSE1:3774) announced that its Board of Directors resolved today to absorb IIJ Exlayer Inc. ("IIJ-Exlayer"), a 99.9% owned subsidiary of IIJ. The merger is expected to take effect on January 1, 2014. Details of the merger are outlined below.
IIJ-Exlayer's revenues, operating income and net loss for the fiscal year ended December 31, 2012 were JPY88 million, JPY0.4 million and JPY6 million, respectively.
1. Purpose of merger
The purpose of merger with IIJ-Exlayer, which is IIJ's subsidiary in Japan supervising as a holding company for overseas systems integration (SI) subsidiaries, is to improve group management efficiency by centralizing administrative operation. Simultaneously, the merger with IIJ America Inc., which is a U.S.-based subsidiary of IIJ providing network services, and IIJ Exlayer USA LLC., which is a U.S.-based SI subsidiary of IIJ-Exlayer, was resolved for the purpose of strengthening business in the United States.
The impact of the merger on IIJ's consolidated financial results will be minor.
2. Details of merger (1) Merger schedule
Board meeting for approval of the merger:
November 7, 2013
Signing of the merger agreement:
November 7, 2013
Effective date of the merger:
January 1, 2014 (Scheduled)
(*) For IIJ, this merger will be a simplified merger under Article 796.3 of the Corporation Act in Japan. Accordingly, general meeting of shareholders of IIJ will not be held. For IIJ-Exlayer, the merger will be a short form merger under Article 784.1 of the Corporation Act in Japan. Accordingly, general meeting of shareholders of IIJ-Exlayer will not be held.
(2) Merger procedure IIJ, as the surviving company, will absorb IIJ-Exlayer, which will be subsequently dissolved.