Worth reading
85Important
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
230890116
Shares (Class A shares scheduled for issuance)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of Rakuten Bank,Ltd. (resolution passed on 20 May 2026) and the 27th Annual General Meeting of Shareholders scheduled for 24 June 2026Share delivery under which 楽天カード株式会社 and 楽天証券ホールディングス株式会社 will become wholly owned subsidiaries through share delivery
Decision20 May 2026 (date of preparation of the share delivery plan and board resolution)
Period CoveredFrom the effective date of this share delivery
Implementation1 October 2026 (scheduled; effective date, which may be changed to a date within 3 months as necessary)
Going forwardThe Annual General Meeting of Shareholders is scheduled to be held on 24 June 2026. The deadline for applications to transfer shares will be 30 September 2026. The parties plan to satisfy all applicable conditions precedent by that date and make the share delivery effective on 1 October 2026.
AmountThe total subscription payment for 楽天証券ホールディングス株式会社's private placement: ¥2,999,898,000; the consideration for 楽天カード株式会社's transfer of shares in 楽天ペイメント株式会社: an amount calculated by multiplying ¥100 billion by the voting rights ratio, less any dividends paid
Quantity / scaleMinimum acquisition of 84,128 shares in 楽天カード株式会社; minimum acquisition of 399,044,000 shares in 楽天証券ホールディングス株式会社; 230,890,116 Class A shares scheduled for issuance; 207,330,443 shares to be delivered to Rakuten Group; 23,559,673 shares to be delivered to Mizuho Bank; shares scheduled for conversion into common shares: 25,859,500 shares for Rakuten Group and 23,559,673 shares for Mizuho Bank
Reason
Reorganization of Rakuten Group's fintech business, enhancement of enterprise value through synergies, maintenance of the ratio of tradable shares, and securing flexibility in capital policy
Impact on Business Performance
The reorganization is not expected to affect Rakuten Bank,Ltd.'s existing businesses, nor is it expected to have a material adverse effect on its enterprise value. No material impact is expected on the existing businesses of the share delivery subsidiaries or their group companies. Meanwhile, an increase in net income is expected through the realization of synergies.
| Item | Details |
|---|---|
| Matter Covered | Share delivery under which 楽天カード株式会社 and 楽天証券ホールディングス株式会社 will become wholly owned subsidiaries through share delivery |
| Decision-Making Body | Board of Directors of Rakuten Bank,Ltd. (resolution passed on 20 May 2026) and the 27th Annual General Meeting of Shareholders scheduled for 24 June 2026 |
| Decision Date | 20 May 2026 (date of preparation of the share delivery plan and board resolution) |
| Implementation Date | 1 October 2026 (scheduled; effective date, which may be changed to a date within 3 months as necessary) |
| Period Covered | From the effective date of this share delivery |
| Amount | The total subscription payment for 楽天証券ホールディングス株式会社's private placement: ¥2,999,898,000; the consideration for 楽天カード株式会社's transfer of shares in 楽天ペイメント株式会社: an amount calculated by multiplying ¥100 billion by the voting rights ratio, less any dividends paid |
| Quantity / scale | Minimum acquisition of 84,128 shares in 楽天カード株式会社; minimum acquisition of 399,044,000 shares in 楽天証券ホールディングス株式会社; 230,890,116 Class A shares scheduled for issuance; 207,330,443 shares to be delivered to Rakuten Group; 23,559,673 shares to be delivered to Mizuho Bank; shares scheduled for conversion into common shares: 25,859,500 shares for Rakuten Group and 23,559,673 shares for Mizuho Bank |
| Impact on Business Performance | The reorganization is not expected to affect Rakuten Bank,Ltd.'s existing businesses, nor is it expected to have a material adverse effect on its enterprise value. No material impact is expected on the existing businesses of the share delivery subsidiaries or their group companies. Meanwhile, an increase in net income is expected through the realization of synergies. |
| Reason | Reorganization of Rakuten Group's fintech business, enhancement of enterprise value through synergies, maintenance of the ratio of tradable shares, and securing flexibility in capital policy |
| Governing Rule | Article 816-2, Paragraph 1 of the Companies Act; Article 213-2 of the Ordinance for Enforcement of the Companies Act; Articles 774-3 and 234 of the Companies Act; Article 39-2 of the Ordinance on Company Accounting; Article 36, Paragraph 1 of the Financial Instruments and Exchange Act; and Article 70-4 of the Cabinet Office Ordinance on Financial Instruments Business, etc. |
| Related previous disclosures | 25 February 2026: "Notice Regarding the Resumption of Discussions Toward the Reorganization of the Fintech Business"; "Basic Agreement" dated 25 February 2026 |
| Future plans | The Annual General Meeting of Shareholders is scheduled to be held on 24 June 2026. The deadline for applications to transfer shares will be 30 September 2026. The parties plan to satisfy all applicable conditions precedent by that date and make the share delivery effective on 1 October 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To reorganize Rakuten Group's fintech business and generate synergies and enhance enterprise value through collaboration among Rakuten Bank,Ltd., Rakuten Group and the Mizuho Group. The issuance of Class A shares will also maintain the ratio of tradable shares after the reorganization and secure flexibility in capital policy.
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