Press Releases 2019

Notice Concerning the Planned Commencement of the Joint Tender Offer for Shares of LINE Corporation (Securities Code: 3938)

December 23, 2019
SoftBank Corp.
NAVER Corporation

SoftBank Corp. (hereinafter, “SoftBank”), NAVER Corporation (hereinafter, “NAVER”, and SoftBank and NAVER are collectively referred to as the “Tender Offerors”*), Z Holdings Corporation (Securities Code: 4689, listed on the First Section of Tokyo Stock Exchange, Inc. (hereinafter, “TSE”)), a consolidated subsidiary of SoftBank (hereinafter “ZHD”), and LINE Corporation (Securities Code: 3938, listed on the First Section of TSE), a consolidated subsidiary of NAVER (hereinafter, the “Target Company”), as announced as of today in the Tender Offerors' press release entitled “Notice Concerning the Entry into the Definitive Agreement regarding the Business Integration of Z Holdings Corporation (Securities Code: 4689) and LINE Corporation (Securities Code: 3938)” (hereinafter, the “Press Release Concerning the Definitive Business Integration Agreement”), have entered into a business integration agreement, a definitive agreement regarding the business integration of ZHD and its subsidiaries and the Target Company and its subsidiaries (hereinafter, the “Business Integration”) (hereinafter, the “Definitive Business Integration Agreement”), in accordance with the resolutions of the respective boards of directors of NAVER, ZHD and the Target Company held today and as for SoftBank, with the decision of Ken Miyauchi, Representative Director, President & CEO of SoftBank, who was authorized by the resolution of the board of directors of SoftBank held today.

[Note]
  1. *
    NAVER may implement the Tender Offer (defined below) through the existing or a new subsidiary in which NAVER directly holds all of its outstanding shares or equity (except the treasury shares) (such subsidiary and NAVER are collectively referred to as the “NAVER Offerors”). The party implementing the Tender Offers in Japan and in the U.S. (defined below) on NAVER's side will be announced in a press release concerning the commencement of the Tender Offer.

In addition, as part of the transactions to realize the Business Integration, the Tender Offerors have decided, for NAVER, at the board of directors held today, and for SoftBank, by the decision of Ken Miyauchi, Representative Director, President & CEO of SoftBank, who was authorized by the resolution of the board of directors of SoftBank held today that the Tender Offerors will jointly implement tender offers in Japan and the United States as detailed below.

  1. A tender offer to be implemented in Japan pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended from time to time, hereinafter, the “Act”) for the purpose of acquiring all of the outstanding shares of common stock (hereinafter, the “Target Company Common Shares”), the Share Options and the Convertible Bonds (the Share Options, the Convertible Bonds and the names of each share option and each convertible bond are defined in “(3) Price of Purchase” in “2. Overview of Purchase”; hereinafter, the Target Company Common Shares, the Share Options and the Convertible Bonds are referred to as the “Target Company Shares”*) (other than those owned by NAVER or owned by the Target Company as the treasury shares) (hereinafter, the “Tender Offer”).
  2. A tender offer to be implemented in the United States pursuant to the U.S. Securities Exchange Act of 1934 (as amended from time to time, the same applies hereinafter) for the purpose of acquiring shares including American depositary receipts each of which represents one share of the Target Company Common Shares (hereinafter, the “American Depositary Receipts”; and the American Depositary Receipts and the Target Company Shares are collectively referred to as the “Target Shares”) (hereinafter, the “U.S. Tender Offer”; and the Tender Offer and the U.S. Tender Offer are collectively referred to as the “Tender Offers in Japan and the U.S.”).
  3. [Note]
    1. *
      As of today, the Tender Offerors have continuously confirmed whether or not the American Depository Receipts can be practically included in the target of the Tender Offer, and if so, the specific range and procedures for the Tender Offerors to accept the tender from holders of the American Depository Receipts. Please be informed of the specific treatment by the commencement of the Tender Offer.

The commencement of the Tender Offer is conditioned on the satisfaction of the Conditions Precedent (as defined below in “1. Purpose of Purchase, (3) Important Agreements Concerning the Tender Offer”) under the Definitive Business Integration Agreement, and the commencement of the U.S. Tender Offer is conditioned on the commencement of the Tender Offer. The Tender Offer is expected to be implemented promptly upon the satisfaction of the Conditions Precedent, including the completion of the procedures required in connection with the domestic and foreign competition authorities. As of today, the Tender Offerors are aiming to commence the Tender Offer in May to June, 2020. However, it is difficult to accurately predict the period required for the procedures in connection with the domestic and foreign competition authorities. Therefore, the details of the schedule of the Tender Offer will be announced as soon as they are fixed.
The purchase price for the Tender Offer is expected to be approximately JPY 372 billion, and SoftBank and NAVER will respectively implement 50% of the purchase.

Press release full text (PDF: 624KB/58 pages)

1. Purpose of Purchase

(1) Overview of the Tender Offer

As of today, SoftBank is a subsidiary of SoftBank Group Corp. (“SBG”) which holds 66.49% of the voting rights of SoftBank through SoftBank Group Japan Corporation, its wholly owned subsidiary, and its shares are listed on the First Section of TSE. As of today, SoftBank does not hold any of the Target Shares and does not plan to acquire any of the Target Shares until the commencement of the Tender Offer. On the other hand, NAVER holds 174,992,000 shares of the Target Company Common Shares (the Ownership Ratio*1: 66.37%), 3,658 units of the share options related to the convertible bonds due 2023 (the total number of the Target Company Common Shares to be issued upon exercise of such share options: 4,898,888 shares; the Ownership Ratio: 1.86%), and 3,658 units of the share options related to the convertible bonds due 2025 (the total number of the Target Company Common Shares to be issued upon exercise of such share options: 4,865,655 shares; the Ownership Ratio: 1.85%) (the Target Company Common Shares and the Convertible Bonds owned by NAVER are collectively referred to as “NAVER-Owned Target Company Shares.”).

[Note]
  1. *1
    “Ownership Ratio” is the percentage (rounded to two decimal places; the same applies hereinafter in the calculation of the ownership ratio) against the total number (263,668,029 shares; hereinafter, the “Total Number of Voting Shares of the Target Company”), calculated by adding (ⅰ) the number of the outstanding shares of the Target Company (240,961,642 shares) as of September 30, 2019 as described in the quarterly securities report for the third quarter of the 20th fiscal year filed by the Target Company on November 8, 2019 (hereinafter, the “Target Company's Quarterly Securities Report for the Third Quarter of the 20th Fiscal Year”), (ⅱ) the number of the Target Company Common Shares to be issued upon exercise of all of the fourth series of share options (510 units), the fifth series of share options (119 units), the sixth series of share options (8 units), the seventh series of share options (1,191 units), the eighth series of share options (6 units), the tenth series of share options (103 units), the eleventh series of share options (138 units), the thirteenth series of share options (116 units), the fourteenth series of share options (118 units), the sixteenth series of share options (91 units), the seventeenth series of share options (980 units), the eighteenth series of share options (447 units), the nineteenth series of share options (6 units) and the twentieth series of share options (12,621 units) that are exercisable as of today (3,178,600 shares) and (ⅲ) the total (263,669,328 shares) of the number of the Target Company Common Shares to be issued upon exercise of the share options attached to the convertible bonds due 2023 (3,658 units) and the share options attached to the convertible bonds due 2025 (3,658 units) held by the holders of the Convertible Bonds other than NAVER (9,764,543 shares) and the number of the Target Company Common Shares to be issued upon exercise of the share options attached to the convertible bonds due 2023 (3,658 units) and the share options attached to the convertible bonds due 2025 (3,658 units) held by NAVER (9,764,543 shares), and subtracting (ⅳ) the number of the treasury shares held by the Target Company as of September 30, 2019 as described in the Target Company's Quarterly Securities Report for the Third Quarter of the 20th Fiscal Year (1,299 shares). The Total Number of Voting Shares of the Target Company may change at the time of the commencement of the Tender Offer. Note that since the exercise period of either of Twenty-second Series Share Options, the Twenty-third Series Share Options, Twenty-fourth Series Share Options or the Twenty-fifth Series Share Options issued by the Target Company starts from July 29, 2022, it is not assumed that share options other than the share options prescribed above as the share options exercisable as of today become exercisable by the commencement of the Tender Offer (and during the period for purchase in the Tender Offer (hereinafter, the “Tender Offer Period”).

The Tender Offerors, ZHD and the Target Company have entered into the Definitive Business Integration Agreement as of today and have decided that the Tender Offerors will jointly implement the Tender Offers in Japan and the U.S. for all of the Target Shares (excluding the Target Company Shares held by NAVER and the treasury shares held by the Target Company; the same applies hereinafter), as part of a series of transactions to realize the Business Integration, subject to the Conditions Precedent being satisfied. Also, following the Tender Offers in Japan and the U.S., a series of procedures in order to take the Target Company private (such procedures and the Tender Offers in Japan and the U.S. are collectively referred to as the “Delisting Procedures”) is scheduled to be implemented. As for the details of the Definitive Business Integration Agreement, please refer to “(3) Important Agreements Concerning the Tender Offer”.

Since the Tender Offerors do not set the upper or lower limit of shares to be purchased in the Tender Offer, the Tender Offerors will purchase all of the Share Certificates, etc. tendered to the Tender Offer (hereinafter, the “Tendered Share Certificates, etc.”)*2. For each type of the Tendered Share Certificates, etc., SoftBank will purchase the number equivalent to 50% of the Tendered Share Certificates, etc., and NAVER Offerors will purchase the number equivalent to the remaining 50% of the Tendered Share Certificates, etc., respectively (if there is a fraction in the number of any type of the Tendered Share Certificates, etc. that each of the Tender Offerors will purchase, the number of such type of the Tendered Share Certificates, etc. that SoftBank will purchase will be rounded up, and the number of such type of the Tendered Share Certificates, etc. that NAVER Offerors will purchase will be rounded down).

[Note]
  1. *2
    Since the American Depositary Receipts are traded only in the U.S. securities market and it is not confirmed whether or not a tender offer in Japan can practically accept the tender of American Depositary Receipts, the Tender Offerors have continuously confirmed whether or not the American Depository Receipts can be included in the types of the Share Certificates, etc. to be purchased in the Tender Offer. Therefore, in the process of the Tender Offer, only the tender of the Target Company Shares may be accepted, and the tender of the American Depositary Receipts may not be accepted. However, the Tender Offerors will implement the U.S. Tender Offer the target of which includes the American Depositary Receipts in parallel with the Tender Offer, so even if holders of the American Depository Receipts are unable to tender to the Tender Offer, the plan is that they can tender to the U.S. Tender Offer. In addition, since each of the American Depositary Receipts can be converted to one share of the Target Company Common Shares, the holders of the American Depositary Receipts who desire to tender to the Tender Offer instead of the U.S. Tender Offer can tender to the Tender Offer after converting the American Depositary Receipts to the Target Company Common Shares. Although the procedures and fees for the conversion are disclosed on Form F-1, etc., filed with the U.S. Securities and Exchange Commission (hereinafter, the “SEC”) by the Target Company and the website (www.sec.gov), etc. of the SEC, please confirm these matters with the depository financial institutions. As of today, the Tender Offerors have continuously confirmed whether or not the American Depository Receipts can be practically included in the target of the Tender Offer, and if so, the specific range and procedures for the Tender Offerors to accept the tender by holders of the American Depository Receipts. Please be informed of the specific treatment by the commencement of the Tender Offer.

In the event of implementing the Tender Offer, the Tender Offerors will implement the U.S. Tender Offer the target of which includes the American Depositary Receipts. The U.S. Tender Offer is expected to be implemented on terms and conditions that are substantially the same as the terms and conditions of the Tender Offer to the extent possible in light of the U.S. Securities Exchange Act and the tender offer practices in the United States. As of today, the terms and conditions that can specifically be set for the U.S. Tender Offer are to be confirmed. The purchase price of each American Depositary Receipt for the U.S. Tender Offer is expected to be set as the same (JPY 5,380) as the price of the Target Company Common Share for the Tender Offer (hereinafter, the “Tender Offer Price”), but since the settlement of the U.S. Tender Offer will be made in USD, such settlement will be made in USD by applying the exchange rate determination method that will be set at the commencement of the U.S. Tender Offer. The details of the terms and conditions of the U.S. Tender Offer will be disclosed at the time of implementing the Tender Offer.

According to “Announcement of Opinion Regarding the Planned Commencement of the Joint Tender Offer for the Shares of LINE Corporation by SoftBank Corp. and NAVER Corporation, the Controlling Shareholder of LINE Corporation” announced by the Target Company today (hereinafter, the “Target Company Press Release”), the Target Company, at its board of directors meeting held today, adopted a resolution to express its opinion supporting the Tender Offers in Japan and the U.S. including the Tender Offer in the event of the commencement of the Tender Offers in Japan and the U.S. including the Tender Offer, as the current opinion of the Target Company, and to recommend that the shareholders of the Target Company and the holders of the American Depositary Receipts tender the Target Company Common Shares for the Tender Offers in Japan and the U.S. including the Tender Offer, based on the grounds and reasons described in “③Process and Reasons for the Decision that led to the Target Company's Approval of the Tender Offer” in “(2) Background, Purpose and Decision-making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer”. On the other hand, as for whether to tender the Share Options and the Convertible Bonds for the Tender Offers in Japan and the U.S. including the Tender Offer, as the Target Company has not examined the appropriateness of the purchase price for Share Options and Convertible Bonds, and as the Share Options were issued to directors and employees of the Target Company and its subsidiaries and the purchase price is JPY 1 per Share Option, the board of directors has resolved to leave it to the discretion of each holder of Share Options and Convertible Bonds as to whether to tender their Share Options and Convertible Bonds. The implementation of the Tender Offers in Japan and the U.S. including the Tender Offer is conditioned on the satisfaction of the Conditions Precedent. Since it is difficult to accurately predict the period necessary for the procedures, etc. required in connection with the domestic and foreign competition authorities, the Target Company, at the said board of directors meeting, as described in “③Process and Reasons for the Decision that led to the Target Company's Approval of the Tender Offer” in “(2) Background, Purpose and Decision-making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer”, also adopted a resolution to request the special committee established by the Target Company, at the time of the commencement of the Tender Offers in Japan and the U.S. including the Tender Offer, to consider whether there is any change in the opinion that the special committee provided to the board of directors of the Target Company as of today and to report whether or not such opinion remains unchanged (if there is a change in such opinion, to report the revised opinion) to the board of directors of the Target Company, and, based on such opinion, to express its opinion regarding the Tender Offers in Japan and the U.S. including the Tender Offer at the time of the commencement of the Tender Offers in Japan and the U.S. including the Tender Offer.

In the event that the Tender Offerors fail to acquire all of the Target Shares through the Tender Offer, the Tender Offerors intend to implement the series of procedures described in “(5) Post-Tender Offer Reorganizations (Two-Step Acquisition Items)” below.

The Tender Offer is expected to be implemented as part of the Business Integration, and the Tender Offerors, ZHD and the Target Company plan to implement the series of transactions described in “(ⅰ) Method of the Business Integration” in “① The Definitive Business Integration Agreement and the Transaction Agreement” in “(3) Important Agreements Concerning the Tender Offer” below following the Tender Offer. For the details of the Business Integration, please refer to the Press Release Concerning the Definitive Business Integration Agreement.

(2) Background, Purpose and Decision-making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer

① Background, purpose and decision-making process of the decision to implement the Tender Offer

  1. (ⅰ)
    Background and Reasons for the Tender Offer

SoftBank is a corporate group composed of SoftBank Group (SBG, its 1,302 subsidiaries and 423 affiliates (the number of the companies as of the end of March 2019), the same applies hereafter), and the main businesses are “Consumer” (provision of mobile communications and broadband services and ancillary businesses for individual customers), “Corporate” (provision of telecommunications services and solutions for corporate customers), “Distribution” (provision of direct sales and wholesale of IT products, mobile accessories, etc.), and Yahoo business (provision of e-commerce and advertising-related services, etc.) and other businesses (businesses not included in the aforementioned segments, such as provision of services of settlement agency and smartphone specialized securities). Under the management philosophy of “Happiness for people through the information revolution”, SoftBank Group maximizes corporate value, aims to become a corporate group that provides the most needed technologies and services to people around the world, and engages in a variety of businesses in the information and technology field. Among others, having the advanced sales and marketing know-how cultivated in the telecommunications field, by fully leveraging our knowledge in cutting edge technology among the world that we are able to obtain as SoftBank Group as a whole, our strategy is to expand our customer base and establish a new revenue base while providing benefits not only to existing customers but also to society as a whole.

NAVER is a company that provides “NAVER” (www.naver.com) services, which is well known for its most widely used web search engines and internet portal services in South Korea and as of the end of September 2019 composed of 119 group companies. NAVER, as an “aggregate of global challenges” that constantly provides innovative services to the global marketplace, provides not only a variety of innovative content, but also advanced technology platforms such as SNOW (video messaging app), NAVER WEBTOON (digital manga platform), and BAND (group social media platform). By focusing on new technology research and development, NAVER is positioning its strategy to lead new technology trends such as AI*1, robotics, and Mobility*2.

[Notes]
  1. *1
    AI is an abbreviation for Artificial Intelligence.
  2. *2
    Mobility refers to automated driving related technologies.

On the other hand, the Target Company is based on the mobile messenger platform “LINE,” and also provides content services such as games and music distribution services, as well as general services including advertising, mobile remittances, and payment services. The Target Company Group makes “CLOSING THE DISTANCE” as their corporate mission, and are aiming to realize the world in which people and people, people and information, services and contents are seamlessly connected, and aim to realize the world in which all of the life completes with “LINE” as the entry point, and express the value standard for realizing this mission in the word “WOW.” “WOW” refers to the “first experience that impresses users” and refers to the “surprise that people cannot help but sharing with their friends”, and the Target Company Group has positioned the pursuit of “WOW” as a strategy in order to continue to grow over the medium to long term and create social value.

The Tender Offerors and the Target Company believe that the social or industrial situations surrounding us are facing major changes globally on a daily basis. In particular, overseas companies, mainly in the U.S. and China, dominate the internet market, and comparing the size of companies, there is a significant gap from countries in Asia (excluding China) and Japan.
Furthermore, in Japan, there is a need to improve productivity in line with the shrinking labor force and to respond swiftly to natural disasters, and we believe that the use of AI and technology in these fields has great potential.

Under these circumstances, through further expanding the telecommunications business, growth of Yahoo (ZHD) and expanding into new fields, under “Beyond Carrier” strategy which aims to achieve sustainable growth, SoftBank goes beyond its role as a telecommunications carrier and through collaboration with each group company and prominent companies in which it has invested, aims to develop new businesses that leverage cutting-edge technology such as AI and IoT*3. In addition, NAVER aims to transform and innovate its state-of-the-art technological platforms in order to provide services that transcend the boundaries of South Korea's largest search portal engine. This Business Integration aims that ZHD Group (corporate group consisted of ZHD, its 79 subsidiaries and 26 affiliates (as of the end of September, 2019), same applies hereafter) with a firm user base in Japan (average number of users 67.43 million per month, 140 million MAU of total of all the applications) and rich assets (total of 2,795,895 million JPY in consolidated assets), and the Target Company Group (corporate group consisted of the Target Company, its 64 subsidiaries and 68 affiliates, same applies hereafter) with a customer base of 82 million active users per month in Japan and 104 million active users per month in abroad, and with rich lineup, integrate management resources, and by strengthening each business domain and investing in growth of new business domains, provide convenient experiences to Japanese user and update Japan's society and industries, and by expanding this innovative model to Asia and further to the world, become the leading company to lead the world from Japan and Asia. Regarding this Business Integration, the Tender Offerors, ZHD and the Target Company are expecting to collaborate in a variety of fields, including AI, search, communications, advertising, payments, and communications. SoftBank, through further growth of ZHD which plays a key role in its “Beyond Carrier” strategy, and through creating new business opportunities in the 5G era, and NAVER, through accelerating the growth of Fintech services*4 utilizing cutting-edge technologies and through establishing its position as the leading IT company based on AI technologies, consider the Business Integration as a significant transaction that contributes to increasing the corporate value of both SoftBank and NAVER.

[Notes]
  1. *3
    IoT is an abbreviation for Internet of Things, in which goods communicate via internet.
  2. *4
    Fintech is a term made from combining Finance and Technology. It refers to activities aimed at resolving inefficiencies in existing financial services and providing innovations in financial services by utilizing smart devices such as smartphones and tablets, as well as big data utilization technologies.

The Business Integration, by ZHD Group and the Target Company Group concentrating each business resources, by Integrated Company Group (refers to the integrated company ZHD after the Business Integration, ZHD Group and the Target Company Group which will be its subsidiaries and affiliates other than ZHD, same hereafter), pursuing synergy in their respective business domains, and investing in business with the aim of growing in AI, commerce, Fintech, advertising, O2O*5, and other new business domains, and aims to leap into a corporate group that is capable of winning fierce competition in Japan and globally, ZHD and the Target Company integrate business in a spirit of equality.

[Note]
  1. *5
    O2O (O-to-O) is an abbreviation of Online to Offline, and refers to the program where online (internet) information affects offline (real-world) purchasing activities.

Through this Business Integration, the Integrated Company Group brings together the management resources of ZHD Group and the Target Company Group, by combining ZHD Group slogan of “Make our users' lives convenient to a surprising (!) extent” and the Target Company Group's value standard of “WOW”, create and provide more rich and convenient lifestyles to users through AI and internet-based technologies.
The Integrated Company Group will first update Japanese society and industry by providing the best user experience in Japan and then expanding to Asia and then to the rest of the world, aims to become the “AI Tech company leading the world from Japan and Asia.”

  1. (ⅱ)
    Background to the conclusion of the MOU on the Business Integration

Under the background as described above, SoftBank, ZHD, NAVER and the Target Company, began discussions on various possibilities, including business alliances, in mid-June 2019. After that, since around early August of the same year, the four companies have discussed and examined a wide range of options for the Business Integration feasibility and methods, bearing in mind limitation, etc. under applicable domestic and foreign laws and regulations. Through these discussions, from mid-August until late-August, as the method for the Business Integration, the four companies decided to conduct a series of initial discussions on the feasibility of series of transactions, including a tender offer to the Target Company jointly conducted by Tender Offerors, an absorption-type company split in which the Target Company will cause its wholly owned subsidiary newly established by the Target Company (hereinafter, the “Target Succeeding Company”) to succeed all of the Target Company's business, share exchange in which ZHD becomes the share exchange wholly-owning parent company, the Target Succeeding Company becomes the share exchange wholly-owned subsidiary, and the consideration is ZHD shares (hereinafter, the “Share Exchange”), etc. In early September 2019, each parties shared the understanding on the significance of the transaction, and decided to conduct further deliberations including the implementation of due diligence. As a result, from late September to early November 2019, discussions on the objectives of the Business Integration including synergies continued and due diligence on the Target Company by the Tender Offerors and ZHD and due diligence on ZHD by NAVER and the Target Company were conducted. As a result of this process, a basic common understanding was reached among the four companies that the method described in “(ⅰ) Method of the Business Integration” in “① The Definitive Business Integration Agreement and the Transaction Agreement” in “(3) Important Agreements Concerning the Tender Offer” herein including the privatization of the Target Company by the Tender Offerors was to be mainly considered. Accordingly, as notified by “Notice Concerning the Entry into a Memorandum of Understanding Regarding the Business Integration of Z Holdings Corporation (Securities Code: 4689) and LINE Corporation (Securities: Code 3938) and the Submission of a Letter of Intent in Relation to a Joint Tender Offer for the Shares of LINE Corporation” announced on November 18, 2019 by the Tender Offerors, as of the same date, a non-binding memorandum understanding regarding a series of transactions relating to the Business Integration (hereinafter, the “MOU”) was reached to be executed. On the same day, the Tender Offerors submitted to the Target Company a statement of intent regarding the suggestion of the Tender Offer for trades aimed at the transaction to realize the Business Integration. In the statement of intent, the Tender Offerors proposed to the Target Company the Tender Offer Price to be JPY 5,200 per each of the Target Company Common Shares, taking into account the Business Integration synergies and the premiums associated with the transfer of control.

  1. (ⅲ)
    Background to the Conclusion of the Definitive Business Integration Agreement and the Implementation of the Tender Offer

Since the MOU was executed, SoftBank, ZHD, NAVER, and the Target Company have continued to examine deliberately the details of terms and conditions and the method of transactions in a series of the transactions in relation to the Business Integration. As a result of the examinations, the four companies reached a definitive agreement to implement the Business Integration using the method described in “(ⅰ) Method of the Business Integration” in “① The Definitive Business Integration Agreement and the Transaction Agreement” in “(3) Important Agreements Concerning the Tender Offer” herein including the privatization of the Target Company by the Tender Offerors. Accordingly, as announced as of today in the Press Release Concerning the Definitive Business Integration Agreement, the four companies have entered into the Definitive Business Integration Agreement. Furthermore, concurrently with the aforementioned examinations, the Tender Offerors have engaged in discussions and negotiations with the Target Company on the Tender Offer Price since early December 2019. Specifically, although the Tender Offerors proposed to the Target Company the Tender Offer Price to be JPY 5,200 on December 10, 2019 and JPY 5,320 on December 18, 2019, the Target Company requested the Tender Offerors to reconsider the proposal as such proposed Tender Offer Prices are not sufficient as an appropriate price. Through the aforementioned negotiations, Tender Offerors proposed to the Target Company the Tender Offer Price to be JPY 5,380 on December 20, 2019. After that, the Tender Offerors and the Target Company agreed to make the Tender Offer with the Tender Offer Price at JPY5,380 per share on December 23, 2019 and the Tender Offerors decided, for NAVER, at the board of directors held today, and for SoftBank, by the decision of Ken Miyauchi, Representative Director, President & CEO of SoftBank, who was authorized by the resolution of the board of directors of SoftBank held today, to implement the Tender Offer.