Worth reading
76Important
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 Bank,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Location Minato-ku, Tokyo
Consideration and expenses
Acquisition priceNo cash consideration. Rakuten Bank Class A shares will be issued.
Type of ConsiderationShares: 1,867 Rakuten Bank Class A shares for each common share of Rakuten Card, and 0.185 Rakuten Bank Class A shares for each common share of Rakuten Securities Holdings
Merger ratio/share exchange ratio1 common share of Rakuten Card for 1,867 Rakuten Bank Class A shares, and 1 common share of Rakuten Securities Holdings for 0.185 Rakuten Bank Class A shares. Rakuten Bank will be the parent company in the share delivery.
Minimum number of shares to be purchased84,128 Rakuten Card shares and 399,044,000 Rakuten Securities Holdings shares
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, dividend discount model (DDM), discounted cash flow (DCF) method, and comparable company analysis
Independent valuation institutionBofA Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Daiwa Securities Co., Ltd., Deloitte Tohmatsu LLC
Special CommitteeEstablished. Comprises 5 members: 2 independent outside directors of Rakuten Bank, 2 independent outside audit & supervisory board members, and 1 candidate for independent outside director.
Conditions Precedent to ExecutionApproval at a Rakuten Bank shareholders meeting of amendments to its Articles of Incorporation; obtaining or completing all necessary approvals, licenses and other procedures from government authorities in Japan and overseas; completion of the transfer of businesses outside the scope of this reorganization; and fulfillment or waiver of the other conditions precedent under the integration agreement. The effectiveness of the securities registration statement is also a condition.
Management structure after acquisitionRakuten Card and Rakuten Securities Holdings will be brought under Rakuten Bank as the group’s central entity to strengthen coordination among the banking, card and securities businesses. Rakuten Bank 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 |
| Acquisition price | No cash consideration. Rakuten Bank Class A shares will be issued. |
| Type of Consideration | Shares: 1,867 Rakuten Bank Class A shares for each common share of Rakuten Card, and 0.185 Rakuten Bank Class A shares for each common share of Rakuten Securities Holdings |
| Merger ratio/share exchange ratio | 1 common share of Rakuten Card for 1,867 Rakuten Bank Class A shares, and 1 common share of Rakuten Securities Holdings for 0.185 Rakuten Bank Class A shares. Rakuten Bank will be the parent company in the share delivery. |
| Minimum number of shares to be purchased | 84,128 Rakuten Card shares and 399,044,000 Rakuten Securities Holdings shares |
| Number of shares acquired | 84,128 Rakuten Card shares and 399,044,000 Rakuten Securities Holdings shares. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before Rakuten Group's holding ratio of Rakuten Bank common shares: 49.26% → after Rakuten Group: 49.95%; Mizuho Bank: 10.52% |
| 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, dividend discount model (DDM), discounted cash flow (DCF) method, and comparable company analysis |
| Independent valuation institution | BofA Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Daiwa Securities Co., Ltd., Deloitte Tohmatsu LLC |
| Special Committee | Established. Comprises 5 members: 2 independent outside directors of Rakuten Bank, 2 independent outside audit & supervisory board members, and 1 candidate for independent outside director. |
| Conditions Precedent to Execution | Approval at a Rakuten Bank shareholders meeting of amendments to its Articles of Incorporation; obtaining or completing all necessary approvals, licenses and other procedures from government authorities in Japan and overseas; completion of the transfer of businesses outside the scope of this reorganization; and fulfillment or waiver of the other conditions precedent under the integration agreement. The effectiveness of the securities registration statement is also a condition. |
| Management structure after acquisition | Rakuten Card and Rakuten Securities Holdings will be brought under Rakuten Bank as the group’s central entity to strengthen coordination among the banking, card and securities businesses. Rakuten Bank is expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: Not disclosed |
Items this document does not state (13)
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 CompanyExpenses other than the acquisition priceTender offer priceTender offer periodFunding arrangementsGoodwill 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 strengthen coordination among the banking, card and securities businesses and achieve faster decision-making, enhanced data integration and use of AI, optimized funding costs, and expansion of the customer base.
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.