September 30, 2024
  • RAKUTEN GROUP, INC.

Announcement Regarding Consideration of Strategic Capital and Business Alliance between Rakuten Card and Mizuho Financial Group


 Rakuten Group, Inc. (Head Office: Setagaya-ku, Tokyo, Chairman and CEO: Hiroshi Mikitani; hereinafter “the Company”) announces that its consolidated subsidiary Rakuten Card Co., Ltd. (Head Office: Minato-ku, Tokyo; President and CEO: Masayuki Hosaka; hereinafter “Rakuten Card”) and Mizuho Financial Group, Inc. (Headquarters: Chiyoda-ku, Tokyo; President & Group CEO: Masahiro Kihara; hereinafter “Mizuho FG") have today agreed to consider new strategic capital and business alliance between the two companies (hereinafter "the Alliance").

 Since the announcement on November 9, 2023, regarding the "Announcement Regarding Strengthening of Strategic Capital and Business Alliance between Rakuten Securities Holdings and Mizuho Securities," Rakuten Securities Holdings, Inc. (Head Office: Minato-ku, Tokyo, President: Yuji Kusunoki) and Mizuho Securities Co., Ltd. (Headquarters: Chiyoda-ku, Tokyo; President & CEO: Yoshirou Hamamoto) have been deepening their collaboration to build a new consumer business model that combines both online and offline aspects in the asset formation and asset management fields.

 To further accelerate the growth of Rakuten Card, which is the core business of our FinTech operations, we aim to enhance our collaboration with Mizuho FG. This will allow us to pursue growth opportunities not only in the robust consumer sector but also in the corporate sector, which is expected to expand in the future. By deepening and expanding our partnership with Mizuho FG, which has a broad customer base, we believe we can expand the business domain and achieve a sustainable growth for Rakuten Card, as well as further expand and develop the entire Rakuten FinTech Ecosystem centered around Rakuten Card, thereby enhancing our corporate value. In addition, after the Alliance, there will be no change in the positioning of Rakuten Card as an important consolidated subsidiary of the Company in forming the Rakuten Ecosystem.

 Currently, Rakuten Insurance Holdings Co., Ltd. (Head Office: Minato-ku, Tokyo; CEO and President: Hiroshi Takasawa; hereinafter "Rakuten Insurance HD"), a 100% consolidated subsidiary of Rakuten Card, would not be included in the Alliance. Rakuten Insurance HD will continue to be 100% owned by the Company, considering various factors including the fact that it is in the process of strengthening collaboration between the life insurance and general insurance businesses.

  At this moment, specific details of the Alliance have not been finalized at this time. We will promptly disclose any matters that need to be announced in the future.

  The Company and Rakuten Bank, Ltd. (Head Office: Minato-ku, Tokyo; President & CEO: Hiroyuki Nagai; hereinafter "Rakuten Bank") had been in discussion on a reorganization of the FinTech business, as disclosed on April 1, 2024, in the "Notice Concerning Execution of a Memorandum of Understanding Regarding Reorganization of Rakuten’s FinTech Business." This reorganization aimed to contribute to a sustainable growth and an enhancement of corporate value for both the Company and Rakuten Bank, with comprehensive consideration of various factors, including legal regulations related to each service in the FinTech business, the interests of minority shareholders of Rakuten Bank, and the optimal group structure to strengthen the FinTech business Ecosystem. Both companies had been advancing the consideration of this reorganization, aiming for it to take effect in January 2025, while comparing various options. However, we have concluded that proceeding with this reorganization is not necessarily the best option for further expansion of the FinTech Ecosystem and enhancing its competitive advantages. Therefore, we have decided today to cancel this reorganization.

  1. Overview of Rakuten Card (As of December 31, 2023)

(1)

Name

Rakuten Card Co., Ltd.

(2)

Address

2-6-21 Minami Aoyama, Minato-ku, Tokyo

(3)

Name and position of representative

Masayuki Hosaka, President

(4)

Description of business

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

(5)

Capital

19,323 million yen

(6)

Date of incorporation

December 6, 2001

(7)

Outstanding shares

84,128 shares

(8)

Fiscal term

December 31

(9)

Number of employees

4,380

(10)

Major customers

Retail customers

(11)

Main banks

Rakuten Bank, Ltd., Mizuho Bank, Ltd.

(12)

Major shareholders and

shareholding ratio

Rakuten Group, Inc. 100%   

(13)

Relationship between
Rakuten Group and this company

 

Capital

Rakuten Group is a parent company of Rakuten Card and owns 84,128 shares (100.00% of shareholding) of Rakuten Card common stock as of today.

Personnel

As of today, 4 directors of Rakuten Group also serve as directors of Rakuten Card.

Business transactions

There are transactions between Rakuten Card and Rakuten Group, including dividend payments, management guidance fees, brand royalty payments, and business outsourcing transactions.

Status as related parties

Rakuten Group is a parent company of Rakuten Card, and therefore Rakuten Card is a related party to Rakuten Group

(14)

Business results and financial position of the latest 3 fiscal years

Consolidated, IFRS

 

 

Year Ended December 31, 2021

Year Ended December 31, 2022

Year Ended December 31, 2023

 

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

513,040

126,964

147,230

 

Total assets (million yen)

13,884,877

4,087,679

4,190,330

 

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

6,523,158.50

1,614,305.26

1,750,071.85

 

Revenue (million yen)

375,096

381,832

406,350

 

Operating income (loss)
(million yen)

52,567

52,683

69,560

 

Income (loss) before income tax (million yen)

52,509

52,550

69,204

 

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

66,299

49,674

48,484

 

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

854,494.23

631,588.07

609,363.82

*Consolidated Basis: Consolidated Subsidiaries include Rakuten Insurance Holdings Co.,Ltd, Rakuten Life Insurance Co., Ltd., Rakuten General Insurance Co., Ltd., Rakuten Payment, Inc., Rakuten Edy, Inc. etc.,

2.Overview of the Alliance partner (As of March 31, 2024)

(1)

Name

Mizuho Financial Group, Inc.

(2)

Address

Otemachi Tower, 1-5-5 Otemachi, Chiyoda-ku, Tokyo

(3)

Name and position of representative

Masahiro Kihara, President & Group CEO

(4)

Description of business

Management of bank holding company, bank, securities company, and other companies that can be subsidiaries under the Banking Act, as well as related operations, and other businesses that a bank holding company is permitted to engage in under the Banking Act.

(5)

Capital

JPY 2,256.7 billion

(6)

Date of incorporation

January 8, 2003

(7)

Consolidated net assets

JPY 10,312.1 billion

(8)

Consolidated assets

JPY 278,672.1 billion

(9)

Major shareholders and

shareholding ratio

The Master Trust Bank of Japan, Ltd. (trustee account) 15.44%

Custody Bank of Japan, Ltd. (trustee account) 5.18%

JPMorgan Securities Japan Co., Ltd.2.05%.

State Street Bank West Client– Treaty 505234 2.04%

JPMorgan Chase Bank 385781 1.38%

SMBC Nikko Securities Inc 1.26%

SSBTC Client Omnibus Account 1.18%

Goldman Sachs Japan, Co., Ltd. BNYM 1.08%

Custody Bank of Japan, Ltd. (taxable trust money account) 1.02%

Custody Bank of Japan, Ltd. (trustee account 4) 0.96%

(10)

Business results and financial position of the latest 3 fiscal years

Consolidated, J-GAAP

 

 

Year Ended March 31, 2022

Year Ended March 31, 2023

Year Ended March 31, 2024

 

Total net assets (million yen)

9,201,031

9,208,463

10,312,135

 

Total assets (million yen)

237,066,142

254,258,203

278,672,151

 

Total net assets per share of common stock (yen)

3,581.39

3,603.98

4,037.28

 

Ordinary income (million yen)

3,963,091

5,778,772

8,744,458

 

Ordinary profit (million yen)

559,847

789,606

914,047

 

Income before income taxes

(million yen)

603,872

778,964

955,035

 

Profit attributable to owners of parent (million yen)

530,479

555,527

678,993

 

Net income per share of common stock (million yen)

209.27

219.20

267.88

  1. The effective date of the Alliance is scheduled to be by December 31, 2024.

 

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

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