Worth reading
47Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
230890116
Class A sharesWording
Conditional
How definitive the wording is.This transaction
This share deliveryCounterparty楽天グループ株式会社, Mizuho Bank
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceNo cash acquisition price stated. Class A shares of 楽天銀行 were issued as consideration.
Type of ConsiderationShares: a total of 230,890,116 Class A shares of 楽天銀行 were issued
Minimum number of shares to be purchased84,128 shares of 楽天カード株式会社 and 399,044,000 shares of 楽天証券ホールディングス株式会社
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure are identified, they will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval must have been obtained for amendments to the Bank's Articles of Incorporation; the necessary permits, approvals and other authorizations must have been obtained from government authorities in Japan and overseas or the relevant procedures completed; the transfer of businesses outside the scope of this reorganization must have been completed; and the other conditions precedent under the integration agreement must have been satisfied or waived.
| Item | Details |
|---|---|
| Transaction name | This share delivery |
| Counterparty name | 楽天グループ株式会社, Mizuho Bank |
| 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 |
| Acquisition price | No cash acquisition price stated. Class A shares of 楽天銀行 were issued as consideration. |
| Type of Consideration | Shares: a total of 230,890,116 Class A shares of 楽天銀行 were issued |
| Minimum number of shares to be purchased | 84,128 shares of 楽天カード株式会社 and 399,044,000 shares of 楽天証券ホールディングス株式会社 |
| Number of shares acquired | 84,128 shares of 楽天カード株式会社 (100% of voting rights) and 399,044,000 shares of 楽天証券ホールディングス株式会社 (100% of voting rights) |
| Voting rights ownership percentage | Before 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: — → after 楽天カード株式会社: 100%; 楽天証券ホールディングス株式会社: 100% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure are identified, they will be disclosed promptly. |
| Date of board resolution | 20 May 2026 |
| Contract Date | 20 May 2026 |
| Execution Date / Effective Date | 1 October 2026. The share delivery became effective today. |
| Conditions Precedent to Execution | Shareholder approval must have been obtained for amendments to the Bank's Articles of Incorporation; the necessary permits, approvals and other authorizations must have been obtained from government authorities in Japan and overseas or the relevant procedures completed; the transfer of businesses outside the scope of this reorganization must have been completed; and the other conditions precedent under the integration agreement must have been satisfied or waived. |
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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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.All conditions precedent to the share delivery, including shareholder approval, obtaining and completing the necessary permits and approvals, and completing the transfer of businesses outside the scope of the transaction, have been satisfied or waived. This document does not explain the specific objectives or effects of the fintech business reorganization.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.