July 26, 2019
  • RAKUTEN, INC.

Announcement of Succession of Business by Company Split (Simplified absorption-type split)

 

  Rakuten, Inc. (hereafter “the Company”) announces that with an effective date of October 1, 2019 (expected), the Company has decided that "Rakuten Cash" business conducted by the Company will be succeeded to Rakuten Edy, Inc., a wholly-owned subsidiary of Rakuten Payment, Inc. which is wholly-owned subsidiary of the Company, by way of a company split (hereinafter referred to as the "company split"), as described below.
  Since this absorption split corresponds to simplified absorption split to which the provision of Article 784, Paragraph 2 of the Companies Act applies, the disclosure of certain items and details has been omitted from this announcement.

 

1. Purpose of the company split

  The Company decided the company split to increase operational efficiencies and achieve more integral promotion of the payment business operated by the Group.

 

2. Summary of the company split

(1) Outline of the company split

Resolution date by the Board of Directors

July 26, 2019

Contract date

July 26, 2019

Effective date of the company split

October 1, 2019 (Expected)

Note: Since this company split corresponds to simplified absorption-type split prescribed in Article 784, Paragraph 2 of the Company Act, a shareholder meeting to approve this company split will not be held.

 

 (2) Split method

An absorption-type company split in which the Company is the splitting company and Rakuten Edy, Inc. is the successor company.

 

 (3) Details of allotments related to the company split

The Company plans to receive one ordinary share of Rakuten Payment, Inc., the parent company of Rakuten Edy, Inc., as a consideration of the company split.

 

 (4) Handling of subscription rights to shares and bonds accompanying the company split

There is no corresponding matter.

 

 (5) Increase / decrease of capital

There will be no change in the company’s capital stock.

 

 (6) Rights and obligations to be succeeded

Rights and obligations such as assets, liabilities and contractual positions regarding the company split which is prescribed in the absorption-type company split contract will be succeeded.

 

 (7) Prospect of fulfillment of obligations

The company split has no impact on the successor company’s ability to fulfill obligations.

 

3.Overview of companies involved in the company split (As of December 31, 2018)

 

Splitting company in absorption-type split

Successor company in absorption-type split

Company name

Rakuten, Inc.

Rakuten Edy, Inc.

Head office

1-14-1 Tamagawa,
Setagaya-ku, Tokyo

1-14-1 Tamagawa,
Setagaya-ku, Tokyo

Representative

Hiroshi Mikitani

Kei Wada

Main business

Internet services, etc

Planning and operation of prepaid e-money services, Rakuten Edy, issuance of prepaid e-money card, development of member stores, administration of Rakuten Edy brand

Capital (million yen)

205,924 million yen

75 million yen

Date of establishment

February 7, 1997

May 9, 2016

Outstanding no. of shares

1,434,573,900 shares

1,500 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC  16.75%
Hiroshi Mikitani 13.04%

Rakuten, Inc. 100%

Note: Rakuten Edy, Inc. became a wholly-owned subsidiary of Rakuten Payment, Inc. due to the Group reorganization effective from April 1, 2019.

 

Business results

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2018

Total equity attributable to owners of the parent company (million yen)

774,473

Total assets (million yen)

7,345,002

Total equity attributable to owners of the parent company per share (yen)

572.83

Revenue (million yen)

1,101,480

Operating Income (million yen)

170,425

Income before income tax (million yen)

165,423

Net income attributable to owners of the parent company (million yen)

142,282

Net income attributable to owners of the parent company per share (yen)

105.43

 

 

Rakuten Edy, Inc.
(Non-consolidated, J-GAAP)

Fiscal year

Year ended December 31, 2018

Net assets (million yen)

2,155

Total assets (million yen)

56,612

Net assets per share (yen)

1,436,750.41

Sales (million yen)

7,872

Operating income (million yen)

53

Ordinary income (million yen)

53

Net loss (million yen)

(126)

Net loss per share (yen)

(84,650.56)

 

4.Overview of the business unit to be split and succeeded

(1) Business to be split

The online e-money service operated by Rakuten Group which is available at Rakuten Pay

member stores, etc.

 

(2) Business results of division to be split

Revenue: JPY 67 million (For the year ended 2018)

 

(3) Assets and liabilities to be split (As of March 31, 2019)

Current assets (million yen)

258

Current liabilities (million yen)

811

Fixed assets
(million yen)

-

Fixed liabilities (million yen)

-

Total assets
(million yen)

258

Total liabilities (million yen)

811

Note: We will finalize the above amount by adding/subtracting any increase/decrease up until the effective date.

 

5.Post-company split details

  Following this company split, there are no changes to the company name, main business, head office, title and name of representative, shareholders’ equity and fiscal year end of the company.

 

6.Impact on business results

  No material impact on Rakuten Group consolidated financial results

*Please note that the information contained in press releases is current as of the date of release.

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