Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
850
¥100 million (annual synergy benefits on a medium-term ordinary profit basis)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share deliveryCounterparty楽天グループ株式会社, Mizuho Bank, Ltd.
Disclosing companyRakuten Group,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Location Minato-ku, Tokyo
Consideration and expenses
Type of ConsiderationShares. For each common share of Rakuten Card, 1,867 Class A shares of Rakuten Bank,Ltd. will be delivered; for each common share of Rakuten Securities Holdings, 0.185 Class A shares of Rakuten Bank,Ltd. will be delivered.
Merger ratio/share exchange ratioNot applicable (share delivery ratios: 1 common share of Rakuten Card to 1,867 Class A shares of Rakuten Bank,Ltd.; 1 common share of Rakuten Securities Holdings to 0.185 Class A shares of Rakuten Bank,Ltd.)
Tender offer priceNone
Minimum number of shares to be purchased84,128 Rakuten Card shares and 399,044,000 Rakuten Securities Holdings shares
Tender offer periodNone
Funding arrangementsThe consideration for the share delivery will consist of Class A shares newly issued by Rakuten Bank,Ltd. Separately, Rakuten Securities Holdings is expected to conduct a third-party allotment of approximately ¥3 billion to Rakuten Group,Inc.
Impact on Business Performance
Rakuten Bank after the reorganization is expected to generate annual synergy benefits of approximately ¥33 billion for the fiscal year ending March 2028 and at least ¥85 billion annually over the medium term, measured on an ordinary profit basis.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis, DDM method and DCF method
Independent valuation institutionBofA Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Daiwa Securities Co., Ltd. and Deloitte Tohmatsu LLC
Special CommitteeEstablished. Comprises 5 outside directors, outside corporate auditors and others independent of Rakuten Bank,Ltd.
Conditions Precedent to ExecutionApproval at Rakuten Bank,Ltd.'s shareholders meeting, approval of amendments to the articles of incorporation, the necessary permits and approvals from domestic and overseas government agencies, completion of the transfer of businesses outside the scope of this reorganization, effectiveness of the securities registration statement, and satisfaction or waiver of the other conditions precedent under the integration agreement.
Management structure after acquisitionRakuten Card and Rakuten Securities Holdings will be consolidated under Rakuten Bank,Ltd. as the apex, with collaboration among the banking, card and securities businesses, data integration, use of AI and optimal allocation of personnel to be advanced. Rakuten Bank,Ltd. is expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This share delivery |
| Counterparty name | 楽天グループ株式会社, Mizuho Bank, Ltd. |
| Name of the Subject Company | 楽天カード株式会社, 楽天証券ホールディングス株式会社 |
| Location of the Subject Company | Minato-ku, Tokyo |
| Type of Consideration | Shares. For each common share of Rakuten Card, 1,867 Class A shares of Rakuten Bank,Ltd. will be delivered; for each common share of Rakuten Securities Holdings, 0.185 Class A shares of Rakuten Bank,Ltd. will be delivered. |
| Merger ratio/share exchange ratio | Not applicable (share delivery ratios: 1 common share of Rakuten Card to 1,867 Class A shares of Rakuten Bank,Ltd.; 1 common share of Rakuten Securities Holdings to 0.185 Class A shares of Rakuten Bank,Ltd.) |
| Tender offer price | None |
| Minimum number of shares to be purchased | 84,128 Rakuten Card shares and 399,044,000 Rakuten Securities Holdings shares |
| Tender offer period | None |
| Number of shares acquired | 84,128 shares of Rakuten Card and 399,044,000 shares of Rakuten Securities Holdings (voting rights: not disclosed) |
| Voting rights ownership percentage | After Rakuten Group,Inc. 49.95%; Mizuho Bank, Ltd. 10.52% (after conversion into common shares) (before not disclosed) |
| Funding arrangements | The consideration for the share delivery will consist of Class A shares newly issued by Rakuten Bank,Ltd. Separately, Rakuten Securities Holdings is expected to conduct a third-party allotment of approximately ¥3 billion to Rakuten Group,Inc. |
| Impact on Business Performance | Rakuten Bank after the reorganization is expected to generate annual synergy benefits of approximately ¥33 billion for the fiscal year ending March 2028 and at least ¥85 billion annually over the medium term, measured on an ordinary profit basis. |
| Date of board resolution | 20 May 2026 |
| Contract Date | 20 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | Market price method, comparable company analysis, DDM method and DCF method |
| Independent valuation institution | BofA Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Daiwa Securities Co., Ltd. and Deloitte Tohmatsu LLC |
| Special Committee | Established. Comprises 5 outside directors, outside corporate auditors and others independent of Rakuten Bank,Ltd. |
| Conditions Precedent to Execution | Approval at Rakuten Bank,Ltd.'s shareholders meeting, approval of amendments to the articles of incorporation, the necessary permits and approvals from domestic and overseas government agencies, completion of the transfer of businesses outside the scope of this reorganization, effectiveness of the securities registration statement, and satisfaction or waiver of the other conditions precedent under the integration agreement. |
| Management structure after acquisition | Rakuten Card and Rakuten Securities Holdings will be consolidated under Rakuten Bank,Ltd. as the apex, with collaboration among the banking, card and securities businesses, data integration, use of AI and optimal allocation of personnel to be advanced. Rakuten Bank,Ltd. is expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: not disclosed |
Items this document does not state (11)
Business Description of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceGoodwill amountAmount of extraordinary income (loss)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To deepen collaboration among the banking, card and securities businesses and drive growth in the fintech business and enhance corporate value through data integration, the use of AI, optimization of funding costs and marketing collaboration.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.