Shares of Rakuten Bank Ltd (TYO:5838) plunged on Thursday after the bank's parent, Rakuten Inc, disclosed plans to reopen discussions on a major reorganisation of its fintech operations. Rakuten Bank slid 12.7% to 6,946.0 yen, touching a near one-month low, while Rakuten Inc (TYO:4755) shares edged down about 0.2% on the news.
In a filing on Wednesday, Rakuten Inc said it intended to resume internal deliberations over a potential consolidation of its fintech units. The outlined plan would combine Rakuten Bank, Rakuten Card and Rakuten Securities into a single group, the filing stated.
This represents the corporation's second attempt in roughly two years to pursue such a reorganisation. Previous talks around restructuring the fintech businesses largely collapsed in late 2024, and the current resumption of discussions has revived memories of that earlier effort.
Market participants and investors expressed concern that the renewed push could raise conflicts of interest between Rakuten Inc and minority shareholders of Rakuten Bank. The parent company owns approximately 49% of Rakuten Bank, and observers worry the structure of any reorganisation might advantage the wider Rakuten Group rather than minority holders of the bank. The filing acknowledged these worries and said Rakuten Bank has set up an independent special committee to review the proposed reorganisation.
The filing also made clear that Rakuten Inc could decide not to proceed if the talks do not produce a satisfactory outcome. That caveat underscores the conditional nature of the current deliberations.
Regulatory scrutiny has already been a feature of the process, according to the information in the filing. Uncertainty over how Rakuten Inc will manage the proposed consolidation was a factor in the breakdown of earlier negotiations, and share prices for Rakuten Bank fell sharply when reorganisation talks were first announced in June 2024.
Context and implications
The announcement and subsequent market reaction highlight lingering tensions between strategic corporate restructuring and the protection of minority shareholder interests. The situation also serves as a reminder that regulatory review and shareholder governance can materially influence stock performance when large-scale corporate reorganisations are contemplated.