July 30, 2018
  • RAKUTEN, INC.

Notice Regarding Capital and Business Alliance Agreement between Rakuten, Inc. and Gurunavi, Inc.

 

  Rakuten, Inc. (hereafter “Rakuten”) announces that Rakuten, at the Board of Directors meeting held on July 27, 2018, and Gurunavi, Inc. (hereinafter "Gurunavi"), at the Board of Directors meeting held today, determined to enter into an agreement between the two parties on capital and business alliance (hereinafter such capital and business alliance shall be referred to as the “Capital and Business Alliance,” and such agreement on the Capital and Business Alliance shall be referred to as the “Capital and Business Alliance Agreement”) as detailed below:

 

1.Purpose and background of the Capital and Business Alliance

  Rakuten Group has evolved from an operator of internet shopping mall into a conglomerate which now provides a wide range of services that cover scenes of everyday life such as internet services (online travel booking service, distribution of digital contents etc.), MVNO, telecommunication services (messaging apps etc.), and FinTech services (credit card, banking, security brokerage, insurance, digital money etc.). Rakuten has been endeavoring to offer membership services of great convenience based on the combination of the diverse services, common ID system and loyalty program that forms the core of a unique environment known as the “Rakuten Ecosystem.”

   Upholding the mission to “Protect and nurture Japan’s food culture,” Gurunavi has established an online restaurant search site “GURUNAVI” and a 1,000-person strong support structure, which forms the business base of Gurunavi in tandem, and provided varieties of management support services that place emphasis on sales promotion for restaurant owners and, at the same time, provided valuable information that may allow consumers to enjoy the best eating-out or dining-out experiences in marked contrast with their daily lives. Furthermore, in order to achieve medium- and long-term growth in business, Gurunavi works on (i) extending the sphere of its support service and find a better solution to the various problems that restaurant owners are tackling, (ii) developing a platform where consumers can enjoy eating out experiences with greater convenience and safety and (iii) building a new business for non-everyday occasions such as travel and going out closely related to eating-out.

   Following the formation of Capital and Business Alliance, Rakuten and Gurunavi will enhance the tie-up associated with restaurant reservation service. The market survey of Ministry of Economy, Trade and Industry (METI) estimates the market size of the Japanese online restaurant reservation service at 450.2bn yen in 2017, showing a robust growth of 36.8% from the previous year[1]. The online restaurant reservation service is positioned by both Rakuten and Gurunavi as a strategically important business, in terms of support for restaurants from the perspective of improving convenience for consumers and increasing demand for eating out (for Gurunavi) and in terms of extension of “Rakuten Ecosystem” into the “brick-and-mortar” side of business sphere (for Rakuten). So far, Rakuten and Gurunavi have launched various tie-up programs in this area. One example is a point conversion program from “Gurunavi Points,” a loyalty point Gurunavi members can earn by using online reservation and Gurunavi EC services, to “Rakuten Super Points” which started in March 2018. Similarly, the two parties agreed to tie up in the cultivation of new member stores for “Rakoo*,” a gourmet information website operated by Rakuten, from May 2018. Starting with the Capital and Business Alliance, the two parties will promote interactions between Rakuten and Gurunavi member systems as well as customer loyalty programs of Rakuten Super Points and Gurunavi Points as one of measures to enhance tie-up associated with restaurant reservation service.

   Taking into consideration that both businesses have potential to create synergies, on top of the aforesaid initiatives, the two parties will enhance and expand their respective businesses by pushing ahead with other joint initiatives in the areas of service development and sales promotion responding to various problems facing restaurant owners and a wide range of consumer needs by making use of their brand reputation and accumulation of data.

   (Note) Gourmet information website operated by Rakuten, former “Rakuten Dining.” Users can earn  “Rakuten Super Points” when paying with “Rakuten Card” at certain shops. 

[1] The Ministry of Economy, Trade and Industry (METI) “FY2017 Survey of Infrastructure Development Status for Data-driven Society in Japan (E-Commerce Market Survey)”

 

2.Details of the Capital and Business Alliance

(1) Details of business alliance

(i) Step-by-step integration between Rakuten and Gurunavi member systems as well as customer loyalty programs of Rakuten Super Points and Gurunavi Points

(ii) Implementation of measures toward promotion of the online reservation service of Gurunavi among Rakuten users

(iii) Tie-up associated with sale of advertisement space on the websites operated by Rakuten and Gurunavi

(iv) Arrangement to display “Rakuten card” and “Rakuten Pay” as payment instrument at the front of Gurunavi member restaurants

(v) Promotion of services operated by Rakuten and Gurunavi to each other’s customers and new member stores

   In addition, the two parties will continue to explore opportunities of tie-ups and sales promotion initiatives etc. based on their brand reputation and accumulation of data.

 (2) Details of the capital alliance

  On July 30, 2018, Rakuten entered into an agreement to acquire 4,677,600 shares in Gurunavi (hereinafter “Share Transfer”) currently under the ownership of Hisao Taki, Representative Director and Chairman of Gurunavi, through a secondary offering of shares. The shares will be transferred on August 22, 2018. For further details of the Share Transfer, please refer to the announcement “Notice Regarding Secondary Offering of Shares” announced by Gurunavi today.

  (Note) Ratio to the total number of Gurunavi shares issued as of the end of June 2018 (48,675,100 shares): 9.60% (rounded off to two decimal places), ratio to the total number of voting rights as of the end of June 2018 (467,809 rights): 9.99% (rounded off to two decimal places)

 (3) Dispatching of a member of board of directors

  Under the Capital and Business Alliance Agreement between, Rakuten is to appoint one person (hereinafter “Candidate”) for election as a director of Gurunavi. In connection with this agreement, Gurunavi will submit a proposal relating to the election of directors including such Candidate appointed by Rakuten at the 30th Ordinary General Meeting of Shareholders to be held in June 2019.

 

 3.Overview of the Capital and Business Alliance partner

(1)Rakuten

(2)Gurunavi

 

4.Schedule

 

5. Outlook

  At present, it remains to be seen whether the Capital and Business Alliance may have any specific impact on the consolidated results of Rakuten and Gurunavi. We will promptly announce any matters that require disclosure in the future.

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

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