Notice Regarding Commencement of Talks for Strengthening Capital and Business Alliance

  Rakuten, Inc. (Head office: Setagaya-ku, Tokyo; Representative Director, Chairman, President and CEO: Hiroshi Mikitani, hereafter referred to as "Rakuten") and Gurunavi, Inc. (Head office: Chiyoda-ku, Tokyo; Representative director: Seiichiro Kubo, hereafter referred to as “Gurunavi”) announces that Rakuten, at the Board of Directors meeting held on May 10, 2019, and Gurunavi, at the Board of Directors meeting held today, both resolved to conclude a memorandum of understanding (hereinafter referred to as the “Memorandum”) to start discussions on strengthening the capital and business alliance between the two companies which has been progressing since July 2018.

1. Purpose and Reasons for Strengthening the Capital and Business Alliance

  Rakuten and Gurunavi signed a capital and business alliance agreement in July 2018, whereby Rakuten acquired 4,677,600 shares (9.60% of the total number of issued shares) of Gurunavi in August. Also, collaboration between Rakuten Member IDs and Gurunavi Member IDs started from October 2018, and we have promoted our business alliance mainly in the field of online reservations, making it possible to earn Rakuten Super Points for Gurunavi's online reservations, etc. In addition, we have been promoting various collaborations in fields other than online reservations. As a result of these efforts, for Rakuten, the Rakuten ecosystem has begun to expand in the restaurant area. In addition, for Gurunavi, there has been an acceleration in the pace of expansion of the number of Gurunavi members and online reservations, leading to the improvement of the customer referral capability to member restaurants.

  Consumer needs for online reservations and points in the food service market are increasing, and the methods of information search have diversified. Rakuten has seen further expansion of the Rakuten ecosystem in the eating out area, and Gurunavi is seeing comprehensive support that goes beyond the promotion of sales to restaurants, as well as improving the customer referral capability to member restaurants for the convenience of consumers. In order to accelerate the strengthening and expansion of the two companies' businesses, and in order to strengthen the business alliance as described below, we wish to further develop collaboration between the two companies, and to strongly promote the capital and business alliance, by the dispatch of Rakuten executives to Gurunavi, and to change Gurunavi's management system.

2. Details of Strengthening the Capital and Business Alliance

(1) Strengthening the business alliance

1. Strengthening collaboration to expand online reservations
2. Collaboration aimed at improving the value of the Gurunavi brand (such as improving the convenience of "Gurunavi" sites by utilizing Rakuten and Gurunavi knowledge)
3. Mutual use of data collected and accumulated by both companies
4. Enhancing sales and referrals to Rakuten and Gurunavi's services to each customer and member restaurants.

(2) Strengthening the capital alliance

  Rakuten plans to receive part of Gurunavi's shares held by Hisao Taki (an individual) who is  Chairman and Representative Director of Gurunavi (hereinafter referred to as the “Transfer"), making the proportion of voting rights equivalent to 15% after the Transfer. Furthermore, the specific number of shares to be acquired, the acquisition method, and the acquisition date has not been determined at this time. Details of the Transfer will be announced promptly upon confirmation.

(3) Dispatch of executives and change of management system

  At Gurunavi’s 30th Annual General Meeting of Shareholders scheduled for June 19, 2019, in addition to submitting a proposal for electing directors, it will include 2-3 persons appointed by Rakuten as candidates for director, and to strengthen the executive officer system, will abolish executive directors, planning to change the management system by transferring authority to executive officers. In addition, candidates for director appointed by Rakuten will include representative directors, and outside directors. Details of these matters will be announced from Gurunavi promptly upon confirmation.

 3. Overview of the Parties Involved in Strengthening the Capital and Business Alliance

(1) Outline of Rakuten (as of December 31, 2018)

 
(2) Gurunavi

4．Schedule

5. Outlook

  At present, it remains to be seen whether there may be any specific impact on the consolidated results. We will promptly announce any matters that require disclosure in the future.