August 10, 2023
  • RAKUTEN GROUP, INC.

Notice Regarding Business Succession to our Consolidated Subsidiary through a Company Split (Simplified absorption-type split) and Reorganization within the Group through Share Delivery at a Fintech Subsidiary

 

 At the Board of Directors meeting today, Rakuten Group, Inc., (hereinafter “the Company”) decided that with an effective date of November 1, 2023, Rakuten Pay (online payments) business and Rakuten Point (online) business will undergo a company split, and our consolidated subsidiary Rakuten Payment, Inc. (hereinafter "Rakuten Payment") will be the successor company (hereinafter "Company Split").
 In addition, with an effective date of November 1, 2023, all shares of Rakuten Payment held by the Company (95.28% of the total number of issued shares of Rakuten Payment), through share delivery (hereinafter “Share Delivery”) will be transferred to Rakuten Card Co., Ltd. (hereinafter "Rakuten Card"), also a consolidated subsidiary of the Company.

Purpose of the reorganization
 As the mission of the Rakuten Group (“the Group”) continues to be “empowerment of people and society through innovation,” both in Japan and overseas, through more than 70 services in a wide range of businesses including internet services such as e-commerce, travel, and digital content; FinTech (financial) services such as credit cards, banking, securities, insurance, electronic money, and payment through mobile apps; mobile services such as the mobile carrier business; and professional sports, by organically linking these services based on a membership system centered around Rakuten members, we have formed the unique “Rakuten ecosystem.” By creating an environment where members in Japan and overseas can easily browse and access multiple services, we aim to leverage Group synergies to maximize the lifetime value of ach member and minimize customer acquisition costs, thereby maximizing Group profit.
 The Company offers a wide range of products and services in the field of cashless payments that transcend online and offline barriers. Through our Rakuten Payment (online payments) business and Rakuten Point (online) business, we have increased the number of online transactions by providing a simple online payment service and a point service on the e-commerce sites of our partner companies. Rakuten Card plays a pioneering role in Japan in terms of both gross transaction value and the number of users of credit card payments, which are used in various purchasing behaviors in an environment where cashless society is progressing. In addition, Rakuten Payment covers offline payment needs in a multifaceted manner through Rakuten Pay (app payments), Rakuten Edy, and Rakuten Point Card, etc.
 The payment business, which has multifaceted touchpoints with customers, is very significant in the sense of attracting customers for various services developed by the Rakuten Group and guiding them to the Rakuten ecosystem. In this regard, Rakuten Pay (online payments) business and Rakuten Point (online) business will be consolidated into Rakuten Payment. Rakuten Card, which is one of the largest in gross shopping transaction value and by customer base in Japan, and Rakuten Payment, which has one of the best customer bases in Japan and various cashless payment protocols, will work together to promote the business, hence we decided on this reorganization because we believe that we can further improve synergies within the Rakuten Group. We believe that this reorganization will lead to the expansion of the Rakuten Group's customer base and the strengthening of our growth strategy, which in turn will contribute to the enhancement of corporate value.
 In addition, by further strengthening the cooperative framework between Rakuten Card and Rakuten Payment, we believe that it will be possible to formulate strategies from a broad perspective for expanding the Rakuten ecosystem. Going forward, Rakuten Card, which will be the driving force behind the integrated payment business, will flexibly consider forming strategic partnerships with third parties and raising its own capital as necessary.

1. Summary of the Company Split
 (1) Overview of the Company Split
 With an effective date of November 1, 2023 (scheduled), Rakuten Pay (online payments) business and Rakuten Point (online) business operated by the Company will be transferred to Rakuten Payment through a company split (simplified absorption-type split).

i. Schedule of the reorganization

Resolution date by the Board of Directors

August 10, 2023

Contract date

August 10, 2023

Effective date of the company split

November 1, 2023 (expected)

Note: Since this company split corresponds to a 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) Method of the relevant reorganization
 This is an absorption-type split in which the Company will be the splitting company and Rakuten Payment will be the succeeding company.

 ・Rakuten Payment's shareholder composition
  Current: 95% owned by the Company, 5% owned by Rakuten Bank
  After November 1, 2023: Rakuten Card 95.28%, Rakuten Bank 4.72%

 (3) Details of allotments related to the reorganization
 Upon this Company Split, Rakuten Payment will issue and allot 16,500 shares of common stock to the Company.

 (4) Handling of subscription rights to shares and bonds accompanying the company split
 Not applicable

(5) Capital increase/decrease due to company split
 There will be no increase or decrease in the capital of the Company due to the company split.

(6) Rights and obligations to be succeeded by the successor company
 Of the rights and obligations related to the company split, such as assets, liabilities and contractual status, those specified in the absorption-type split agreement will be succeeded.

(7) Expected debt fulfillment
 We have determined that there is no problem with the prospect of fulfilling the obligations that the Company should bear in the company split.

2. Method of calculation of the details of the allotment related to the Company Split
 Valuation was calculated by a third-party organization.

3. Overview of companies involved in the company split (As of June 30, 2023)

 

Splitting company in absorption-type split

Successor company in absorption-type split

Company name

Rakuten Group, Inc.

Rakuten Payment, Inc.

Head office

1-14-1 Tamagawa,

Setagaya-ku, Tokyo

2-16-5 Konan, Minato-ku Tokyo

Representative

Hiroshi Mikitani

Shigenobu Kobayashi

Main business

Internet services, etc

Provision of payment settlement services and shared point services, etc.

Capital (million yen)

444,945 million yen

100 million yen

Date of establishment

February 7, 1997

April 1, 2019 (Note)

Outstanding no. of shares

2,138,419,700 shares

200,000 shares

Fiscal year end

December 31

December 31

Major shareholders and percentage of shares held

Crimson Group, LLC  10.59%

Hiroshi Mikitani 8.25%

Rakuten Group, Inc.  95%

Rakuten Bank   5%

(Note) Date when the trade name was changed to Rakuten Payment, Inc. due to the reorganization of the payment-related business.

Business results and financial position of the previous fiscal year

 

Rakuten Group, Inc.

(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2022

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

791,351

Total assets (million yen)

20,402,281

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

497.56

Revenue (million yen)

1,920,894

Operating Income (loss) (million yen)

(371,612)

Income (loss) before income tax (million yen)

(415,612)

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

(377,217)

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

(237.73)

(Note) IFRS 17 “Insurance Contracts” was adopted from the beginning of the current fiscal year, and the cumulative impact amount due to the standard change is reflected as of January 1, 2022, the date after the adoption of the standard. As a result, the operating results and financial position for the immediately preceding fiscal year are figures after retroactive application of these standards.

 

Rakuten Payment, Inc.

(Non-Consolidated,
J-GAAP)

Fiscal year

Year ended December 31, 2022

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

9,293

Total assets (million yen)

107,616

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

46,465.49

Revenue (million yen)

41,712

Operating Income (loss) (million yen)

(5,855)

Income (loss) before income tax (million yen)

(7,619)

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

(6,902)

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

(44,991.06)

(Note) Includes indirect holdings through Rakuten Bank, Ltd.

4. Overview of the parties involved in the reorganization

(1) Outline of businesses to be split or succeeded
 Below, (1) Rakuten Pay (online payments), (2) Rakuten Point (online)
 Rakuten members can use (1) An online payment service that allows you to use your Rakuten ID and password to make payments using credit card information that is linked to your Rakuten ID, as well as your "Rakuten Point" and "Rakuten Cash." and (2) a point service that allows them to accumulate Rakuten points by linking their Rakuten ID to the EC sites of merchants.

 (2) Business results of the department to be split or succeeded
 Rakuten Pay (online payments) business and Rakuten Point (online) business.
 Revenue 3,840 million yen (fiscal year ending December 2022)

(3) Assets to be split or inherited
 Rakuten Pay (online payments) and Rakuten Point (online) business assets and liabilities.

5. Situation after the reorganization
 The company split will not change the Company's trade name, business description, head office location, representative, capital stock, or fiscal year end.

6. Future outlook
 The impact of the company split on the Company's consolidated financial results will be minor.

■Summary of the Share Delivery
1. Overview of Company Split
 With an effective date of November 1, 2023 (expected), the shares held by Rakuten Payment, a consolidated subsidiary of the Company, are scheduled to be transferred to Rakuten Card, a consolidated subsidiary of Rakuten Payment, through a Share Delivery.

(1)Schedule for delivery of shares

Preparation of share delivery plan

October 2023 (expected)

General meeting of shareholders by the share delivery parent company pertaining to the approval of the share delivery plan

October 2023 (expected)

Subsidiary share transfer application deadline

October 2023 (expected)

Effective date of Share Delivery

November 1, 2023 (expected)

(2)Method of Delivery of Shares
 Rakuten Card, a consolidated subsidiary of the Company, will be the parent company for the Share Delivery, and Rakuten Payment will be the subsidiary company for the Share Delivery.

 ・Shareholder composition of Rakuten Payment
  Currently: The Company 95%, Rakuten Bank 5%
  After November 1, 2023 (expected): Rakuten Card 95.28%, Rakuten Bank 4.72%

 (3)Details of allotment related to Share Delivery
 Nothing has been decided at this time. We will promptly disclose it as soon as it is decided.

(4)Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Share Delivery
 Not applicable

2. Concept of calculation of allotment details related to the Share Delivery
 We will promptly disclose the allocation details as soon as they are determined.

3. Overview of the companies involved in the share delivery (as of December 31, 2022)

 

Share Delivery Parent Company

Company name

Rakuten Card Co., Ltd.

Head office

2-6-21 Minami Aoyama,

Minato-ku, Tokyo

Representative

Masayuki Hosaka

Main business

Credit cards, card loans, credit guarantee services, etc.

Capital (million yen)

19,323 million yen

Date of establishment

December 6, 2001

Outstanding no. of shares

78,649 shares

Fiscal year end

December 31

Major shareholders and percentage of shares held

Rakuten Group, Inc.  100%

 Operating results and financial condition for the most recent fiscal year

 

Rakuten Card Co., Ltd.

(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2022

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

126,964

Total assets (million yen)

4,087,679

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

1,614,305.26

Revenue (million yen)

381,832

Operating Income (loss) (million yen)

52,683

Income (loss) before income tax (million yen)

52,550

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

49,674

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

631,588.07

(Note 1) IFRS 17 “Insurance Contracts” was adopted from the beginning of the current fiscal year, and the cumulative impact amount due to the standard change is reflected as of January 1, 2022, the date after the adoption of the standard. As a result, the operating results and financial position for the immediately preceding fiscal year are figures after retroactive application of these standards.

(Note 2) The outline of the Share Delivery subsidiary is omitted in this section as it is described in the Company Split outline above.

4 .Status after Share Delivery
 There will be no change in the trade name, location, title and name of the representative, line of business, or fiscal year-end of the parent company and subsidiary. Other information such as capital has not been finalized at this time.

5. Future Outlook
 Due to the organizational restructuring between our consolidated subsidiaries, the impact of this share delivery on our consolidated results will be minor.

(Reference) Group organization chart after reorganization

■Current

■After reorganization (November 1, 2023: expected)

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

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