December 7, 2017
  • RAKUTEN, INC.

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

 

  Rakuten, Inc. (hereafter “the Company”) announces that with an effective date of March 30, 2018 (expected), the company has decided that part of the "Rakuten B2B" business conducted by the company (exhibition contracts with suppliers) will be succeeded to SynaBiz Co., Ltd., a subsidiary of Aucfan Co., Ltd., 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

  "Rakuten B2B" is a BtoB procurement service (hereinafter referred to as "this Business") for Rakuten Ichiba merchants, operated by Rakuten from 2011. It has been used by many companies as a platform to mediate between suppliers who want to sell or wholesale goods to “buyers”, who are preliminary from Rakuten Ichiba merchants. However, based on the change in the demand of the Rakuten Ichiba merchants, we decided to close this business on March 29, 2018 (expected).

  With the closing of this business, the exhibition contracts with the supplier companies will be transferred to SynaBiz Co., Ltd. However, preliminary “buyers” who are Rakuten Ichiba merchants, employees of the company engaged in this business, and all assets and liabilities related to this business, are not included in this contract.

 

2.Summary of the company split

(1) Outline of the company split

Contract date

December 7, 2017

Effective date of the company split

March 30, 2018 (Expected)

Note)Since this company split corresponds to simplified absorption-type split prescribed in Article 784, Paragraph 2 of the Company Act, shareholders 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 SynaBiz Co., Ltd is the successor company.

 (3) Details of allotments related to the company split

  The Company plans to receive a payment of JPY 3 million from SynaBiz Co., Ltd 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 obligation to be succeeded

  Rights and obligation such as assets, liabilities and contractual positions regarding the company split which is prescribed in 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.Evidence of allotments related to the company split

  Calculation of money to be delivered by this Business in this absorption split was decided through consultation and negotiation with Aucfan Co., Ltd and SynaBiz Co., Ltd.

 

4.Overview of companies involved in the company split

 

Successor company in absorption-type split

Splitting company in absorption-type split

Company name

SynaBiz Co., Ltd.

Rakuten, Inc.

Head office

1-14-6 Dogenzaka, Shibuya-ku, Tokyo

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

Representative

Shuichi Takenaga
Representative Director

Hiroshi Mikitani
Chairman, President and CEO

Main business

B2B Marketplace Business

Internet Services Company

Capital (million yen)

50

205,924

Date of establishment

July 1, 2015

February 7, 1997

Outstanding no. of shares

1000 shares

1,434,573,900 shares

Fiscal year end

September 30

December 31

Major shareholders and percentage of shares held

Aucfan Co., Ltd. 100%

Crimson Group, LLC  15.8%
Hiroshi Mikitani 12.3%

 

Business results

 

Rakuten, Inc.
(Consolidated, IFRS)

Fiscal year

Year ended December 31, 2016

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

680,247

Total assets (million yen)

4,604,672

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

476.89

Revenue (million yen)

781,916

Operating Income (million yen)

77,977

Income before income tax (million yen)

73,923

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

37,995

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

26.65

 

 

SynaBiz Co., Ltd.
(Non-consolidated)

Fiscal year

Year ended September 30, 2017

Total equity (thousand yen)

924,486

Total assets (thousand yen)

1,166,734

Total equity per share (yen)

924,486.79

Revenue (thousand yen)

1,518,086

Operating income (thousand yen)

273,178

Ordinary income (thousand yen)

274,375

Net income (thousand yen)

164,921

Net income per share (yen)

164,921.37

 

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

(1) Business to be split

  B2B procurement services mainly for Rakuten Ichiba merchants

(2) Business results of division to be split

  Revenue: JPY 81 million (For the year ended 2016)

(3) Assets and liabilities to be split

  There are no assets or liabilities to be succeeded by this company split.

 

6.Post-company split details

  Following this company split, there are no changes to the business name, head office, title and name of representative, main business, shareholders’ equity and fiscal year end of the Company. Net assets and total assets are not finalized at this time.

 

7.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.

  • Month
  • Year
  • Category
  • Month
  • Year
  • Category

We use cookies to help provide you with the best possible online experience. Please read our Cookie Policy for more details about the use of cookies. By continuing to use this site, you agree that we may store and access cookies on your device. Close