October 10, 2014

  • Click here for Timely Disclosure of material information for investors

  Rakuten, Inc. (hereinafter the "Company") made an announcement on September 9, 2014 about the acquisition of Ebates Inc. (hereinafter "Ebates"). As of October 9, 2014 (US time), the Company completed the acquisition of 100% of outstanding voting stock (including stock options) of Ebates for a total consideration of USD 981 million (approximately JPY 104.7 billion).

1. Number of Shares Acquired, Acquisition Price and State of Share Ownership Before and After Acquisition

(1)

Number of shares held before transfer

0 shares
(number of voting rights: 0)
(percent of voting rights: 0.0%)

(2)

Number of shares acquired

Acquired shares from existing shareholders (Including stock options): 32,757 thousand shares
(number of voting rights: 32,757 thousand on fully-diluted basis) (Note 1)

(3)

Total Investment

Existing shares (Including stock options):
USD 981 million (approximately JPY 104.7 billion) (Note 1, 2)

(4)

Other acquisition expenses

Advisory fees, etc: (estimation): Approximately JPY 900 million (Note 2, 3)

(5)

Number of shares held after transfer

32,757 thousand shares (Including stock options)
(Number of voting rights：32,757 thousand on fully diluted basis)  (percent of voting rights: 100.0%)

Notes:

1. Total Investment amount of USD 981 million was decreased from USD 1 billion; and total number of shares acquired of
  32,757 thousand shares was decreased from 32,852 thousand shares, which were announced on September 9, 2014,
  respectively.

2. Exchange rate: USD 1 = JPY 106.73

3. In accordance with consolidated financial reports under IFRS for the fiscal year ending December 31, 2014, advisory
  expenses are expected to be included under "Operating Expenses"

2. Schedule

(1)

Resolution at the Board of Directors' meeting

September 9, 2014

(2)

Execution of investment agreement with Ebates

September 9, 2014

(3)

Close of the Transaction

October 9, 2014 (US time)

3. Future Outlook

  The potential impact on the Company's earnings results from this new subsidiary is at present difficult to estimate. From hereon, the Company will consider trading conditions and make a disclosure in a timely and appropriate manner. In addition, the amount of goodwill, and valuation and time period of amortization of intangible assets will be decided based on its evaluation from now.

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