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Share Delivery / Fintech Business ReorganizationCounterpartyRakuten Group,Inc., Mizuho Bank, Ltd.
Disclosing companyRakuten Bank,Ltd.
Contract Date20 May 2026 (date the final agreement was announced; the contract signing date itself: Not disclosed)
Consideration and expenses
Type of ConsiderationShares (Class A shares)
Impact on Business Performance
The aim is to improve EPS following the reorganization to a level above the pre-reorganization level. Assuming ordinary income of ¥400 billion or more for the fiscal year ending March 2030, EPS is expected to be approximately ¥640.
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 corporate auditors and 1 corporate legal specialist, for a total of 5 members. It met 18 times between 11 February and 20 May 2026.
Management structure after acquisitionOn the assumption that Rakuten Bank remains listed, it will continue to be an important consolidated subsidiary of Rakuten Group following the reorganization. Rakuten Group and みずほ銀行 have explained that they currently have no intention to sell their holdings in the future.
| Item | Details |
|---|---|
| Transaction name | Share Delivery / Fintech Business Reorganization |
| Counterparty name | Rakuten Group,Inc., 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) |
| Number of shares acquired | Rakuten Group: 207,330,443 Class A shares (of which 25,859,500 shares are scheduled to be converted into common shares); みずほ銀行: 23,559,673 Class A shares (all scheduled to be converted into common shares) |
| Impact on Business Performance | The aim is to improve EPS following the reorganization to a level above the pre-reorganization level. Assuming ordinary income of ¥400 billion or more for the fiscal year ending March 2030, EPS is expected to be approximately ¥640. |
| Contract Date | 20 May 2026 (date the final agreement was announced; the contract signing date itself: 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 corporate auditors and 1 corporate legal specialist, for a total of 5 members. It met 18 times between 11 February and 20 May 2026. |
| Management structure after acquisition | On the assumption that Rakuten Bank remains listed, it will continue to be an important consolidated subsidiary of Rakuten Group following the reorganization. Rakuten Group and みずほ銀行 have explained that they currently have no intention to sell their holdings in the future. |
Items this document does not state (22)
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 periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionExecution Date / Effective DateConditions Precedent to ExecutionEmployee treatment following integration
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