Press Releases

December 20, 2019

NTT DOCOMO to Absorb docomo Healthcare in Simplified, Short-form Merger

  • Print

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

  1. Merger schedule
    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)
    Note: 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.
  2. Merger method
    Absorption-type merger in which NTT DOCOMO will be the surviving company and docomo Healthcare will be dissolved.
  3. Allotment pertaining to merger
    There will be no new share issuance, merger-related capital increase or any cash compensation.
  4. 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.
  5. 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)

Outline of merging companies (as of March 31, 2019)
(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%)

4.Performance and financial position in preceding fiscal year

NTT DOCOMO, INC. (consolidated, IFRS)

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)

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

  1. 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.
  2. 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.

Go to top of the page