Notice of Basic Agreement for Merger through Absorption
(Simplified Absorption-type Merger)

SUBARU CORPORATION (hereinafter referred to as “the Company”) hereby announces its decision to enter into a basic agreement regarding an absorption-type merger with its wholly owned subsidiary, Subaru IT Creations Corporation (hereinafter referred to as “the Merger”), effective April 1, 2024. 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 approval and signing of basic agreement for the merger	February 15, 2022
Date of merger agreement	September 30, 2023 (tentative)
Date of merger (effective date)	April 1, 2024 (tentative)

(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

No applicable matters.

3. Overview of the Parties to the Merger

		Surviving Company		Absorbed Company
(1)	Company Name	SUBARU CORPORATION		SUBARU IT CREATIONS CORPORATION
(2)	Address	1-20-8 Ebisu, Shibuya-ku, Tokyo		1-854-1 Miyaharacho, Kita-ku, Saitama-shi, Saitama
(3)	Representative	Tomomi Nakamura, Representative Director, President and CEO		Nozomu Oyama, Representative Director, President and CEO
(4)	Business Description	Manufacture, repair, and sale of automobiles and parts therefor; manufacture, sale, and repair of aircraft and space-related equipment and parts therefor, etc.		Planning and proposal of IT systems, and their development, maintenance, and operation
(5)	Capital	153,795 million yen		100 million yen
(6)	Date Established	July 17, 1953		April 1, 1993
(7)	Number of Shares Issued	769,175,873 shares		2,000 shares
(8)	Fiscal Year-End	March 31		March 31
(9)	Major Shareholders and Percentage of Shares Held (as of September 30, 2021) *The percentage of shares held is calculated after exclusion of treasury stock.	Toyota Motor Corporation	20.02%	SUBARU CORPORATION	100％
		The Master Trust Bank of Japan, Ltd. (for trust)	13.14%
		Custody Bank of Japan, Ltd. (for trust)	4.69%
		BNYM TREATY DTT 15	2.71%
		MIZUHO SECURITIES ASIA LIMITED - CLIENT A/C	1.32%
(10)	Financial Condition and Financial Performance in the Most Recent Fiscal Year
Fiscal Year-End		SUBARU CORPORATION (consolidated/ IFRS)		SUBARU IT CREATIONS CORPORATION
		March 31, 2021		March 31, 2021
Equity Attributable to Owners of the Parent		1,777,735 million yen		3,281 million yen
Total Assets		3,411,712 million yen		11,078 million yen
Equity per Share Attributable to Owners of the Parent		2,318.17 yen		1,640,650.67 yen
Revenue		2,830,210 million yen		25,261 million yen
Operating Profit		102,468 million yen		810 million yen
Profit Before Income Taxes		113,954 million yen		843 million yen
Profit for the Year Attributable to Owners of the Parent		76,510 million yen		555 million yen
Basic Earnings per Share		99.77 yen		277,510.51 yen

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.

[PDF/191 KB]