At a Board of Directors meeting held today, Rakuten Group, Inc. (hereinafter “the Company”) resolved to merge Rakuten Mart, Inc. (hereinafter “Rakuten Mart”), Rakuten Ticket, Inc. (hereinafter “Rakuten Ticket”), Rakuten Car Inc. (hereinafter “Rakuten Car”), Rakuten STAY, Inc. (hereinafter “Rakuten STAY”), and Monzen Corporation Japan (hereinafter “Monzen Corporation Japan”) into the Company (hereinafter “the Merger”) effective January 1, 2026, as outlined below. Since this is a simplified absorption-type merger involving consolidated subsidiaries, disclosure of certain items and details has been omitted.
- Purpose of the Merger
The Rakuten Group’s core mission is to “contribute to society by creating value through innovation and entrepreneurship”. Currently, the Group does not limit its activities to e-commerce, but offers over 70 diverse services, from internet services such as travel, digital contents and communications, FinTech (financial) services such as credit cards, banking, securities, insurance, electronic money and smartphone app payment, mobile services such as MNO (Mobile Network Operator) business, to management of professional sports teams. These various services cover a wide range of life scenes and are organically linked together around membership, centering on Rakuten members, enhancing cross use activity by users within the Group’s services, and expanding our own unique Rakuten Ecosystem. By creating an environment that allows domestic and international members to use these multiple services in a migratory and continuous manner, the Rakuten Group aim to enlarge the lifetime value per member, create synergies such as minimization of customer acquisition costs, and maximize the Group revenues.
Based on these business objectives, we have been working to improve cost efficiency group-wide by promoting further use of AI. We have decided to proceed with this merger to further reduce administrative costs and improve operational efficiency. In addition to this merger, we may implement additional absorption mergers among some of our other subsidiaries, and we will promptly disclose any event that should be announced.
- Summary of the Merger
(1) Schedule
|
Merger resolution by the Board of Directors |
May 14, 2025 |
|
Approval resolution of the Merger contract by the Board of Directors (tentative) |
October 2025 |
|
Merger contract (tentative) |
October 2025 |
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Effective date (tentative) |
January 1, 2026 |
(Note 1) Dates are tentative and subject to change.
(Note 2) According to simplified merger rules in Company Law article 796 clause 2, the Company is proceeding with the merger without receiving approval at the Annual General Shareholders Meeting. Also, according to short form merger rules in Company Law article 784 clause 1, Rakuten Mart, Rakuten Ticket, Rakuten Car, Rakuten STAY, and Monzen Corporation Japan are proceeding with the merger without receiving approval at the Annual General Shareholders Meeting.
(2) Merger Method
The Company shall be the surviving company under absorption-type merger, and Rakuten Mart, Rakuten Ticket, Rakuten Car, Rakuten STAY, and Monzen Corporation Japan shall be dissolved.
(3) Merger ratio
The Company plans to acquire 100% of the shares of Rakuten Mart and Rakuten STAY before the Merger effective date. Since this will be a merger of wholly-owned consolidated subsidiaries, there will be no issuance of new shares and no payment for the Merger.
(4) Handling of subscription rights to shares and bonds with subscription rights to shares of the dissolved company
The Company has not issued any subscription right to shares and any bonds with stock acquisition right.
