Rakuten Group, Inc. (hereinafter “Rakuten”) announces that with an effective date of July 1, 2021 (expected), the company has decided that the “Rakuten Delivery” and “Rakuten Realtime Takeout” business conducted by the company will be succeeded to Gurunavi, Inc. (hereinafter “Gurunavi”), by way of a company split (hereinafter referred to as the "Company Split"), as described below.
- Purpose of the company split
Rakuten and Gurunavi signed a capital and business alliance agreement in July 2018, whereby Rakuten acquired 4,677,600 shares (9.61% 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, after Rakuten additionally acquired 2,339,700 shares (4.81% of the total number of issued shares) of Gurunavi in May 2019, we strengthened the alliance through collaboration between “Rakuten Realtime Takeout”, a takeout support service for restaurants which Rakuten started amidst the Coronavirus crisis and the Gurunavi website, etc. Due to these initiatives, Rakuten has improved service convenience through the great ability of attracting customers and huge network with restaurants of Gurunavi. On the other hand, Gurunavi has increased touch points with users by utilizing the “Rakuten Ecosystem”. By enhancing the value proposition, Gurunavi will accelerate the expansion of number of Gurunavi users and online reservations, aiming for improvement in sending customers to restaurants.
In order to realize a stronger alliance and further business growth by utilizing both company’s assets efficiently, Rakuten decided to transfer “Rakuten Delivery” and “Rakuten Realtime Takeout” to Gurunavi. “Rakuten Delivery” launched its service in February 2002, and has grown into a service that allows customers to order from a wide range of menus from more than 12,000 stores nationwide.“Rakuten Realtime Takeout” launched in May 2020, has cooperated with Gurunavi as a takeout support service for restaurants that allows customers to pre-order and settle restaurant products and receive them at the store at a specified time. By consolidating Rakuten's restaurant-related businesses into Gurunavi through the company split, we will provide comprehensive food services that realize cross-use such as delivery and take-out services in addition to eat-in reservations. In addition to improving user convenience, Gurunavi expects to increase the number of affiliated stores by expanding its service area.
Rakuten will continue to promote collaboration with Gurunavi through the cooperation of Rakuten IDs and “Rakuten Points,” aiming to gain market share through a system centered on the expansion of the “Rakuten Ecosystem” in the restaurant area.
- Summary of the company split
(1) Outline of the company split
Gurunavi Board of Directors resolution |
April 23, 2021 |
Rakuten Board of Directors resolution |
April 23, 2021 |
Contract date |
April 23, 2021 |
Effective date of the company split |
July 1, 2021 |
Note)Since this company split corresponds to simplified absorption-type split prescribed in Article 784, Paragraph 2 of the Company Act for Rakuten and Article 796, Paragraph 2 of the Company Act for Gurunavi, a shareholders meeting of the Company to approve this company split will not be held.
(2) Split method
An absorption-type company split in which Rakuten is the splitting company and Gurunavi is the successor company.
(3) Details of allotments related to the company split
Rakuten plans to receive a payment of JPY 13 million from Gurunavi 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 is no corresponding matter.
(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 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.