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Reorganization of Rakuten Group's fintech business, including Rakuten Bank, through the acquisition of Rakuten Card and Rakuten Securities Holdings as subsidiaries by Rakuten Bank through share deliveryCounterparty楽天グループ株式会社, Mizuho Bank, Ltd.
Disclosing companyRakuten Bank,Ltd.
Date of board resolution20 May 2026
Execution Date / Effective DateThe effective date of the share delivery. The specific date is Not disclosed.
Consideration and expenses
Type of ConsiderationShares. Class A shares of Rakuten Bank,Ltd. will be delivered.
Impact on Business Performance
Following the reorganization, the aim is to increase EPS above pre-reorganization levels through growth in each business, expansion of the Rakuten ecosystem and synergies from integrated operation of the fintech businesses. EPS of approximately ¥640 is expected based on ordinary profit of ¥400 billion or more for the fiscal year ending March 2030.
Procedures and assumptions
Valuation methodologyShare delivery ratio calculation report and fairness opinion
Independent valuation institutionDeloitte Tohmatsu
Special CommitteeEstablished. The committee comprises 2 independent outside directors, 2 independent outside audit & supervisory board members and 1 corporate law expert, for a total of 5 members. It met 18 times between 11 February and 20 May 2026.
Management structure after acquisitionIt was explained that Rakuten Bank,Ltd. will remain listed following the reorganization and will continue to be an important consolidated subsidiary of Rakuten Group,Inc. It was also explained that neither Rakuten Group,Inc. nor Mizuho Bank, Ltd. currently intends to sell its interest in the future. The treatment of the representative and employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Reorganization of Rakuten Group's fintech business, including Rakuten Bank, through the acquisition of Rakuten Card and Rakuten Securities Holdings as subsidiaries by Rakuten Bank through 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 |
| Type of Consideration | Shares. Class A shares of Rakuten Bank,Ltd. will be delivered. |
| Number of shares acquired | Rakuten Group,Inc.: 207,330,443 Class A shares, of which 25,859,500 shares are scheduled to be converted into common shares. Mizuho Bank, Ltd.: all 23,559,673 Class A shares are scheduled to be converted into common shares. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Rakuten Group,Inc. plans to convert only the number of shares necessary to maintain its voting interest. Even after the exercise of the acquisition request rights, the conversion will be limited to a range in which its voting interest remains at or below 50%. |
| Impact on Business Performance | Following the reorganization, the aim is to increase EPS above pre-reorganization levels through growth in each business, expansion of the Rakuten ecosystem and synergies from integrated operation of the fintech businesses. EPS of approximately ¥640 is expected based on ordinary profit of ¥400 billion or more for the fiscal year ending March 2030. |
| Date of board resolution | 20 May 2026 |
| Execution Date / Effective Date | The effective date of the share delivery. The specific date is Not disclosed. |
| Valuation methodology | Share delivery ratio calculation report and fairness opinion |
| Independent valuation institution | Deloitte Tohmatsu |
| Special Committee | Established. The committee comprises 2 independent outside directors, 2 independent outside audit & supervisory board members and 1 corporate law expert, for a total of 5 members. It met 18 times between 11 February and 20 May 2026. |
| Management structure after acquisition | It was explained that Rakuten Bank,Ltd. will remain listed following the reorganization and will continue to be an important consolidated subsidiary of Rakuten Group,Inc. It was also explained that neither Rakuten Group,Inc. nor Mizuho Bank, Ltd. currently intends to sell its interest in the future. The treatment of the representative and employees is Not disclosed. |
Items this document does not state (19)
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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateConditions Precedent to Execution
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 promote a deeper understanding of the reorganization and the initiatives undertaken to date, based on questions received from stakeholders following the announcement of the final agreement on 20 May 2026.
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