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March 14, 2014
  • Rakuten, Inc.

Announcement of Completion of
Acquisition of Viber Media Ltd.

Rakuten, Inc. (hereinafter the “Company”) made an announcement on February 14, 2014 (hereinafter “February 14, 2014 announcement”), about the acquisition of Viber Media Ltd. (hereinafter “Viber”). As of March 11, 2014, the Company completed the acquisition of 100% of Viber’s outstanding voting stock and the underwriting of a new issue of shares for a total consideration of USD 905 million (approximately JPY 93.5 billion) (see note below). In addition, there are no other changes to the details in the February 14, 2014 announcement.

 

1. Number of Shares to be Acquired, Acquisition Price and State of Share Ownership Before and After Acquisition

(1)

Number of shares held before transfer

0 shares

(number of voting rights: 0)

(percent of voting rights: 0.0%)

(2)

Number of shares acquired

Acquired shares from existing shareholders : 53,115 shares

(number of voting rights: 53,115)

Newly issued shares: 100 shares (number of voting rights: 100)

Total: 53,215 shares (number of voting rights: 53,215)

(3)

Total Investment

Existing shares: USD 797 million (approximately JPY 82.3 billion) (see note 1)

New shares issued: USD 108 million (approximately JPY 11.2 billion) (see note 1)

Total: USD 905 million (approximately JPY 93.5 billion) (see note 1,2)

(4)

Other acquisition expenses

Advisory fees, etc: (estimation): Approximately JPY 100 million   (see note 1,3)

(5)

Number of shares held after transfer

53,215 shares (Number of voting rights:53,215)

(percent of voting rights: 100.0%)

Notes:

  1. 1. Exchange rate assumed: USD 1 = JPY 103.28 (March 11, 2014 TTM rate)
  2. Total Investment amount of USD 905 million includes the acquisition cost of USD 900 million in the February 14, 2014 announcement in addition to new shares issued of USD 5 million.
  3. In accordance with consolidated financial reports under IFRS for the fiscal year ending December 31, 2014, advisory expenses are expected to be included under “Operating Expenses”

 

2. Schedule

(1)

Resolution at the Board of Directors’ meeting

February 14, 2014

(2)

Execution of investment agreement with Viber

February 14, 2014

(3)

Close of the Transaction

March 11, 2014

 

3. Future Outlook

The potential impact on the Company’s earnings results from this new subsidiary is at present difficult to estimate. From hereon, the Company will consider trading conditions and make a disclosure in a timely and appropriate manner. In addition, the amount of goodwill, and valuation and time period of amortization of intangible assets will be decided based on its evaluation from now.

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