| Rakuten Group, Inc. (Head office: Setagaya-ku, Tokyo; Chairman and CEO: Hiroshi Mikitani, hereinafter “the Company”) announces the transferring all shares of its consolidated subsidiary (hereinafter “the Share Transfer”), Viber Media S.à r.l (Head office: 2, rue du Fossé, L-1536 Luxembourg; CEO: Ofir Eyal), to another consolidated subsidiary, Rakuten Asia Pte. Ltd. (Head office: 138 Market Street, #20-01, CapitaGreen, Singapore 048946; CEO: Takashi Katsuragi). |
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As a result of the Share Transfer, the Company expects to record a gain on the sale of affiliated company shares amounting to approximately 100 billion yen as an extraordinary gain in its non-consolidated financial results (prepared under J-GAAP) for the fiscal year ending December 31, 2024. Since this is an intra-group transfer, the impact on the consolidated financial results is expected to be minimal. |
| 1. Reason for the Share Transfer
Viber Media S.à r.l provides the messaging app Rakuten Viber, which has over 1.55 billion total registered users as of the end of September 2024. The service has established a global user base, primarily in Eastern Europe; however, recently, strategic initiatives have accelerated its expansion in Asian markets. Rakuten Asia Pte. Ltd. serves as the regional headquarters for the Asia-Pacific, managing operations in e-commerce, FinTech, advertising, and sports businesses. This Share Transfer aims to further expand Rakuten Viber in the Asian market. |
| 2. Details of the gain on sale of affiliated company shares
By transferring all shares of its consolidated subsidiary, Viber Media S.à r.l., to another consolidated subsidiary, Rakuten Asia Pte. Ltd. the Company expects to record approximately 100 billion yen as a gain on the sale of affiliated company shares as extraordinary gain in its non-consolidated financial results (prepared by J-GAAP) for the fiscal year ending December 31, 2024. As this is an intra-group transfer, the impact on the consolidated financial results is expected to be minimal. |
| 3. Overview of the subsidiary to be transferred |
| 1) |
Name |
Viber Media S.à r.l |
| 2) |
Location |
2, rue du Fossé, L-1536 Luxembourg |
| 3) |
Representative and title |
Ofir Eyal, Chief Executive Officer |
| 4) |
Business activities |
Messaging and VoIP services |
| 5) |
Share capital |
USD 217 thousand |
| 6) |
Establishment date |
March 19, 2010 |
| 7) |
Major shareholder and stake (as of Dec 31, 2023) |
Rakuten Group, Inc. (100%) |
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| 4. Overview of the transferee |
| 1) |
Name |
Rakuten Asia Pte. Ltd. |
| 2) |
Location |
138 Market Street, #20-01, CapitaGreen, Singapore 048946 |
| 3) |
Representative and title |
Takashi Katsuragi, Managing Director and Chief Executive Officer |
| 4) |
Business activities |
Regional headquarters functions, internet services |
| 5) |
Share capital |
SGD 216,668 thousand |
| 6) |
Establishment date |
June 1, 2012 |
| 7) |
Major shareholder and stake (as of Dec 31, 2023) |
Rakuten Group, Inc. (100%) |
5. Schedule of the Share Transfer
Execution and completion of the share transfer agreement: November 29, 2024 |
| 6. Impact on financial results and outlook
The gain on the sale of affiliated company shares is expected to be recorded as an extraordinary gain in the non-consolidated financial results of Rakuten Group, Inc.
While the Company prepares its consolidated financial statements by International Financial Reporting Standards (IFRS), this transaction involves an intra-group transfer. Therefore, the impact on the consolidated financial results is expected to be minimal. |
| For the full document click the link below: |
| Rakuten Group, Inc |
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