Rakuten Group, Inc. (Chairman and CEO: Hiroshi Mikitani, hereinafter “the Company”) announces that it has decided to transfer the rights and obligations of its “Rakuten Min-Shu” employment information community site business to a newly established wholly-owned subsidiary (hereinafter “NewCo”) through an absorption-type company split (hereinafter “Company Split”). Subsequently, all shares of the NewCo will be transferred (hereinafter “Share Transfer”) to PORT INC. (hereinafter “PORT”). A share transfer agreement between the two companies has been concluded today. As this Company Split involves the Company's wholly-owned subsidiary as the successor company in a simplified absorption-type split, certain items and details are omitted from this disclosure.
Background and Reasons for the Company Split and Share Transfer
Rakuten Min-Shu launched its services in 1996 and became part of our Group in 2004. Since then, it has differentiated itself from other services by providing a community for job-seeking students to share reviews, amassing a substantial user base (approximately 300,000 members). It has generated social value by enhancing transparency in the highly asymmetric job-hunting market and has maintained high brand recognition and strength.
Recently, after careful consideration of the medium- and long-term synergistic effects within our Group and contemplating the continuous development of Rakuten Min-Shu in the new graduate recruitment support market, we decided to transfer this business to PORT, which, as a partner, is expected to derive more direct synergistic effects, mostly targeting new graduates, and provide services that include introducing customers to human resource companies and providing recruitment services to employers. Following this strategic decision, the Company will transfer the Rakuten Min-Shu business to the NewCo through an absorption-type split, and subsequently, all shares of the NewCo will be transferred to PORT, ensuring a smooth transition of the business.
Ⅰ. Company Split
1. Summary of the Company Split
(1) Schedule of the Company Split
Date of Share Transfer agreement conclusion |
January 31 2024 |
Establishment of NewCo |
Around February 2024 |
Date of Company Split agreement conclusion |
Around February 2024 |
Effective date of Company Split |
April 1, 2024 (planned) |
Effective date of Share Transfer |
April 1, 2024 (planned) |
Note: The Company Split qualifies as a simplified absorption-type split as stipulated in Article 784, paragraph 2 of the Company Act, and therefore, will be carried out without the need for a resolution of approval at a general meeting of shareholders.
(2) Method of the Company Split
The Company Split will be conducted as an absorption-type split (simplified split) in which the Company will be the splitting company and the NewCo will be the successor company.
(3) Details of allocation related to the Company Split
The Company Split will be carried out without consideration between the Company and the NewCo, which is to be established as a wholly-owned subsidiary.
(4) Treatment of new share options and bonds with warrants in relation to the Company Split
Not applicable.
(5) Change in capital stock due to the 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 assumed by the successor company
On the effective date of the Company Split, the NewCo will assume the assets, liabilities, as well as the rights and obligations based on the contractual status of the Rakuten Min-Shu business, as specified in the absorption-type company split agreement.
(7) Expected debt fulfillment
Regarding the obligations to be borne by the Company and the NewCo after the effective date of the Company Split, the Company judges that there is no problem in the prospect of fulfillment of obligations.