Resona to Increase DG Stake to 30+% as Activist Oasis Exits
Resona currently holds 12.42% of Digital Garage's shares (ratio to total voting rights as of March 31, 2025), acquired through third-party allocation and market purchases, and Digital Garage positions Resona as a strategic partner for Digital Garage's medium- to long-term growth.
By acquiring 8,520,200 shares of Digital Garage (voting right ratio: 18.52%) held by funds managed by Oasis, Resona's voting right ratio of Digital Garage's shares will become 30.95%, and Digital Garage is expected to become an equity-method affiliate of Resona HD.
Digital Garage was always of special interest to us, as the famous Joi Ito is one of the co-founders, and became even more so when activist investor Oasis Management threw down the gauntlet at the end of 2022, proposing “A better DG”.
To recap, Oasis was proposing that Digital Garage should:
- Spin-off the Financial Technology and Marketing Technology segments to create DG Financial Technology, expanding the payment service provider business;
- Operate the remaining business as DG Investments, expanding startup and venture capital investments; and
- Divest its shares of Kakaku.com (“Kakaku”).
Background
Digital Garage commenced a capital and business alliance with Resona in November 2022 and began collaboration in online payment and next-generation FinTech businesses. Furthermore, in December 2023, Digital Garage entered into another capital and business alliance agreement with Resona aimed at strengthening the existing capital and business alliance, agreeing to expand the alliance into joint startup investment and open innovation fields in addition to strengthening collaboration in online payment business and next-generation FinTech business. Digital Garage launched joint management of DG Resona Ventures Fund I Investment Limited Partnership for venture investment purposes and made Resona Kessai Service, a payment business subsidiary of Resona, an equity-method affiliate through partial share acquisition, steadily expanding collaboration between both group companies.
Digital Garage has agreed to enter into the Capital and Business Alliance Agreement to further strengthen the capital and business alliance with Resona HD. This will further expand and strengthen the existing business alliance framework, achieve greater integration of management resources of both group companies, and aim to strengthen payment business and expand market share, as well as accelerate growth of next-generation FinTech businesses including financial and DX services, which both companies prioritize in their medium-term management plans.
The Capital and Business Alliance
The Business Alliance
Digital Garage and Resona have agreed to discuss and consider jointly conducting initiatives to strengthen and expand existing payment business foundations and industry positions, as well as joint development of new businesses and preferential collaboration of existing businesses, including the following matters, either directly or through their respective subsidiaries.
- Setting payment volume targets between both companies and establishing joint sales systems to achieve such targets
- Expanding partnerships across the payment business utilizing payment systems and payment products provided by Digital Garage Group
- Providing proposal opportunities for the counterpart group in related field businesses operated by both group companies
- Promoting business through joint ventures aimed at developing credit algorithms and providing financial services to small and medium enterprises and startups
- Joint development of next-generation payment applications that collaborate with financial services provided by the above joint ventures
The Capital Alliance
Digital Garage and Resona confirm in the Capital and Business Alliance Agreement that Resona is scheduled to acquire 8,520,200 shares of the Company held by funds managed by Oasis on the earlier of 15 business days after the date on which the prerequisites set forth in the share transfer agreement between Resona and Oasis dated the same date as the execution date of the Capital and Business Alliance Agreement are satisfied or waived, or September 30, 2025, or on a date separately agreed upon by Resona and Oasis.
Norbert Gehrke
