Worth reading
86Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
850
¥100 million/yearWording
Conditional
How definitive the wording is.This transaction
This reorganization, the acquisition by 楽天銀行 of wholly owned subsidiary status through a share deliveryCounterparty楽天グループ株式会社, Mizuho Bank, Ltd., 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
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.
Consideration and expenses
Type of ConsiderationShares: 1,867 Class A shares of 楽天銀行 will be delivered for each common share of 楽天カード, and 0.185 Class A shares of 楽天銀行 for each common share of 楽天証券HD
Merger ratio/share exchange ratioShare delivery ratio: 1,867 Class A shares of 楽天銀行 for each share of 楽天カード, and 0.185 Class A shares of 楽天銀行 for each share of 楽天証券HD. 楽天銀行 will be the parent company in the share delivery and will make both companies wholly owned subsidiaries.
Funding arrangementsClass A shares of 楽天銀行 will be delivered through the share delivery. Separately, 楽天証券HD will conduct a third-party allotment of approximately ¥3 billion to Rakuten Group,Inc.
Impact on Business Performance
Synergies in ordinary profit of at least ¥85 billion annually over the medium term and at least ¥33 billion in the fiscal year ending March 2028 are expected.
Procedures and assumptions
Conditions Precedent to ExecutionReceipt of regulatory approvals from domestic and overseas government authorities, including supervisory authorities
Management structure after acquisitionThe businesses will be consolidated into a single group headed by 楽天銀行. Rakuten Group,Inc. will convert part of the delivered Class A shares into common shares, while Mizuho Bank, Ltd. will convert all of the delivered Class A shares into common shares. Mizuho Securities is expected to continue holding 49.00% of 楽天証券. The corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This reorganization, the acquisition by 楽天銀行 of wholly owned subsidiary status through a share delivery |
| Counterparty name | 楽天グループ株式会社, Mizuho Bank, Ltd., 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 |
| 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 |
| Type of Consideration | Shares: 1,867 Class A shares of 楽天銀行 will be delivered for each common share of 楽天カード, and 0.185 Class A shares of 楽天銀行 for each common share of 楽天証券HD |
| Merger ratio/share exchange ratio | Share delivery ratio: 1,867 Class A shares of 楽天銀行 for each share of 楽天カード, and 0.185 Class A shares of 楽天銀行 for each share of 楽天証券HD. 楽天銀行 will be the parent company in the share delivery and will make both companies wholly owned subsidiaries. |
| Number of shares acquired | Equivalent to 157,066,976 shares of 楽天カード and 73,823,140 shares of 楽天証券HD. A total of 230,890,116 Class A shares of 楽天銀行 will be delivered. |
| Voting rights ownership percentage | Before 楽天銀行: Rakuten Group,Inc. 49.26%, 楽天カード 85.01%, and 楽天証券HD 100%. Mizuho Bank, Ltd. will hold 14.9998% of 楽天カード, and Mizuho Securities will hold 49.00% of 楽天証券. → after 楽天銀行 after the reorganization: Rakuten Group,Inc. 49.95%, Mizuho Bank, Ltd. 10.52%, and general shareholders 39.53%. 楽天カード and 楽天証券HD will be wholly owned subsidiaries of 楽天銀行. |
| Funding arrangements | Class A shares of 楽天銀行 will be delivered through the share delivery. Separately, 楽天証券HD will conduct a third-party allotment of approximately ¥3 billion to Rakuten Group,Inc. |
| Impact on Business Performance | Synergies in ordinary profit of at least ¥85 billion annually over the medium term and at least ¥33 billion in the fiscal year ending March 2028 are expected. |
| Date of board resolution | 20 May 2026 |
| Contract Date | 20 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (stated as the effective date, not as a scheduled date; subject to the receipt of regulatory approvals) |
| Conditions Precedent to Execution | Receipt of regulatory approvals from domestic and overseas government authorities, including supervisory authorities |
| Management structure after acquisition | The businesses will be consolidated into a single group headed by 楽天銀行. Rakuten Group,Inc. will convert part of the delivered Class A shares into common shares, while Mizuho Bank, Ltd. will convert all of the delivered Class A shares into common shares. Mizuho Securities is expected to continue holding 49.00% of 楽天証券. The corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (18)
Business Description of the Subject CompanyLocation 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 priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 drive growth and improve the profitability of the fintech businesses through financial synergies that will enhance deposit-gathering capabilities and funding flexibility, reciprocal use of the customer bases of the banking, card and securities businesses, integrated marketing, and the use of data and AI.
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