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 and Gurunavi entered into an agreement on strengthening capital and business alliance between the two companies which has been progressing since July 2018, as announced on May 13, 2019.
1. Purpose and Reasons for Strengthening the Capital and Business Alliance
*Same as “Notice Regarding Commencement of Talks for Strengthening Capital and Business Alliance” announced on May 13, 2019.
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
*Same as “Notice Regarding Commencement of Talks for Strengthening Capital and Business Alliance” announced on May 13, 2019.
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. Enhance sales and referrals to Rakuten and Gurunavi's services to each customer and member restaurants.
(2) Strengthening the capital alliance
On May 22, 2019, Rakuten entered into an agreement to acquire 2,339,700 shares in Gurunavi (hereinafter “Share Transfer”) currently under the ownership of Hisao Taki, Chairman and Representative Director of Gurunavi, through a secondary offering of shares. The shares will be transferred on May 31, 2019. For further details of the Share Transfer, please refer to the announcement “Notice Regarding Secondary Offering of Shares and Change in Largest Major Shareholder” announced by Gurunavi today.
(3) Dispatch of executives and change of management system
Gurunavi will submit a proposal at Gurunavi’s 30th Annual General Meeting of Shareholders scheduled for June 19, 2019 for electing directors including candidates appointed by Rakuten namely Mr. Akio Sugihara (Group Managing Executive Officer of Rakuten), Mr. Kazunori Takeda (Group Executive Vice President of Rakuten) and Ms. Naho Kono (Group Managing Executive Officer of Rakuten), and will change its management system and strengthen the executive officer system, by abolishing the executive director system and significantly delegating authority to executive officers.
In addition, Mr. Sugihara is a candidate for representative director and Mr. Takeda and Ms. Kono are candidates for outside directors. For further details of these matters, please refer to the announcement “Notice of Change in Representative Directors” announced by Gurunavi today.
3. Overview of the Parties Involved in Strengthening the Capital and Business Alliance
① Rakuten (As of December 31, 2018)
