【本会社分割及び本株式交換の目的】
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- Rakuten Group Co., Ltd.
Notice regarding the succession of business through corporate split (simple absorption-type split) and the reorganization of subsidiaries through stock exchange.
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- Disclosure documents are available here.
At today's board of directors meeting, the company resolved to transfer the business related to the operation of the microtask-type cloud sourcing service "Rakuten Chou Mini Byte" that the company operates to Rakuten Insight Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as "Rakuten Insight"), by way of a company split with December 1, 2024 as the effective date.
Furthermore, at the same board of directors meeting, it was also resolved to conduct a stock exchange where Rakuten Insight will become the parent company through a stock exchange with the effective date as the same day, and Rakuten Insight Global Co., Ltd., a wholly-owned subsidiary of the company, will become a wholly-owned subsidiary through the stock exchange (hereinafter referred to as "this stock exchange"), so we hereby announce the following.
Please note that the company split is a simple absorption-type split where the company's wholly-owned subsidiary becomes the succeeding company, and the stock exchange is a simplified stock exchange between the company's wholly-owned subsidiaries, hence we have disclosed some disclosure items and content omitted.
Record
【Purpose of this company split and stock exchange】
In order to streamline management efficiency, expedite decision-making in the relevant business, and strengthen business synergies, we will carry out the company split and share exchange.
Division of the Company
1. Overview of the Company Split
(1) Schedule of the Company Split
Date of Board of Directors' resolution | October 17, 2024 |
Contract signing date | October 17, 2024 |
Scheduled implementation date (effective date) | December 1, 2024 |
(Note) Since this company split qualifies as a simplified absorption split as stipulated in Article 784, Paragraph 2 of the Company Law, it will be carried out without the approval resolution of the shareholders' meeting.
(2) Method of this company split
This will be a transfer (simplified split) method in which our company will be the split company and Rakuten Incyte will be the successor company.
(3) Allocation details concerning this company split
This company split will be conducted without any consideration.
(4) Handling of subscription rights and convertible bonds related to this company split
Trading relationship There is no relevant matter.
(5) Changes in capital resulting from the company split
There is no increase or decrease in capital due to the company split.
(6) Rights and obligations to be inherited by the succeeding company
We will inherit the rights and obligations regarding assets, liabilities, contractual positions, etc., related to the company split as stipulated in the absorption-type split contract.
(7) Prospects for debt repayment
In the company split, we have determined that there are no issues regarding the prospects for the repayment of debts that the company should bear.
2. Overview of the main company in the company split (as of December 31, 2023)
Split Company | Succession company | |
(1) Trade name | Rakuten Group Co., Ltd. | Rakuten Insight Inc. |
(2) Head Office Location | 1-14-1 Tama, Setagaya-ku, Tokyo | 1-14-1 Tama, Setagaya-ku, Tokyo |
(3) Representative | Representative Director, Chairman and President | Representative Director and President |
(4) Business Description | Internet services, | Marketing research business |
(5) Capital | 450,145 million yen | 246 million yen |
(6) Date of Establishment | February 7, 1997 | February 15, 2000 |
(7) Number of issued shares | 2,149,027,500 shares | 3,677 shares |
(8) Fiscal year | December 31st | December 31st |
(9) Major shareholders and shareholding ratio | (Consolidated) Krimzong Group 10.54% | 100% owned by rakuten Group Corporation |
Management Results and Financial Position for the Previous Business Year
Rakuten Group Co., Ltd. | |
Closing period | Fiscal year ending in December 2023. |
Shareholdings attributable to the parent company's ownership. | 836,572 million yen |
Total assets | 22,625,576 million yen |
Net assets per share attributable to owners of the parent company | 390.53 yen |
Revenue | 2,071,315 million yen |
Operating profit | 212857 million yen |
Current profit attributable to parent company owners | 339473 million yen |
Attributable to the parent company's owners. | An increase of ¥177.27. |
※Rounding off amounts less than one million yen.
Rakuten Insight Inc. | |
Closing period | Fiscal year ending in December 2023. |
Net assets | 1,703 million yen |
Total assets | 2,764 million yen |
Net assets per share | 463,383.25 yen per share |
Revenue | 5,869 million yen |
Operating profit | 1,396 million yen |
Ordinary profit | 1,397 million yen |
Net income attributable to parent company shareholders. | 968 million yen |
Net income per share | 263,451.42 yen |
Disregarding amounts less than one million yen.
3. Overview of the business to be split
(1) Business content
Operation of a microtask cloud sourcing service where Rakuten members perform "tasks" such as data input, checks, and surveys
(2) Business performance
Revenue: 102 million yen (performance for 8 months from January to August 2024)
(3) Items and amounts of assets and liabilities to be divided (as of August 31, 2024)
Assets | Liabilities | ||
Item | Book value | Item | Book value |
Current assets | 5,571,445 yen | Current liabilities | 2,494,143 yen |
Total | 5,571,445 yen | Total | 2,494,143 yen |
4. The situation after the reorganization of the organization
There are no changes to the company's name, location, representative's position and name, business content, capital, and fiscal year after the split of the parent company.
5. Outlook for the future
The impact of the split of the parent company on our consolidated performance is minimal.
II. Stock Exchange
1. Summary of this stock exchange
(1) Schedule of this stock exchange
Date of Board of Directors' resolution | October 17, 2024 |
Contract signing date | October 17, 2024 |
Scheduled implementation date (effective date) | December 1, 2024 |
(Note) This share exchange qualifies as a simplified share exchange as defined in Article 796, Paragraph 2 of the Companies Act, and will be carried out without the approval resolution of the general meeting of shareholders at Rakuten Incyte.
(2) Method of this share exchange
This share exchange establishes Rakuten Incyte as the parent company and Rakuten Incyte Global as the subsidiary in a simplified share exchange.
(3) Details of allocation related to this share exchange
This share exchange will be conducted without consideration.
(4) Treatment of subscription rights and convertible bonds related to this share exchange
The subsidiary involved in the share exchange has not issued any new subscription rights or convertible bonds.
2. Overview of the company involved in this stock exchange (as of December 31, 2023)
As for Rakuten Incyte, the parent company of the fully exchanged shares, please refer to the succeeding company described in "I-2. Overview of the company at the time of the company split."
Fully owned subsidiary through stock exchange | |
(1) Trade name | Rakuten Incyte Global Equity Co., Ltd. |
(2) Head Office Location | 1-14-1 Tama, Setagaya-ku, Tokyo 1-14-1, 1-chome |
(3) Representative | Representative Director: Hidafumi Watanabe |
(4) Business Description | Overseas Marketing Research Business |
(5) Capital | 75 million yen |
(6) Date of Establishment | September 11, 2009 |
(7) Number of issued shares | ―（※） |
(8) Fiscal year | December 31st |
(9) Major shareholders and shareholding ratio | 100% owned by rakuten Group Corporation |
Operating results and financial condition of the previous fiscal year (consolidated, Japanese accounting standards)
Closing period | Fiscal year ending in December 2023. |
Net assets | 39 million yen |
Total assets | 723 million yen |
Net assets per share | ―（※） |
Revenue | ―（※） |
Operating profit | ―（※） |
Ordinary profit | ―（※） |
Net income attributable to parent company shareholders. | 54 million yen |
Net income per share | ―（※） |
※The amounts less than one million yen are rounded down.
※We do not disclose information about this item as it is a non-listed wholly-owned subsidiary of our company.
3. Situation after the reorganization of the organization
The name, location, position/name of the representative, business content, capital, and closing date of the parent company of the complete parent company after the stock exchange remain unchanged.
4. Outlook for the future
The impact of this stock exchange on our consolidated performance is minimal.
(Reference)
Above
*The information contained herein is as of the announcement date and is subject to change without notice. Please note that the latest information may differ.
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