Press Releases 2019

5. Outline of the Parties

(1) Parties involved in making LINE a subsidiary of SoftBank

  1. Outline of subsidiary subject to change
Name LINE Corporation
Address 4-1-6 Shinjuku, Shinjuku-ku, Tokyo
Name and title of representative Mr. Takeshi Idezawa, Representative Director and President
Nature of business Advertising service based on the mobile messenger application “LINE,” core businesses including the sales of stamp and game service, and strategic businesses including Fintech, AI, and commerce service.
Share capital JPY 96,535 million (as of September 30, 2019)
Founded September 4, 2000
Equity attributable to the shareholders of the Company JPY 164,844 million (as of September 30, 2019)
Total assets JPY 530,442 million (as of September 30, 2019)
Major shareholders and shareholding ratios
(as of June 30, 2019)
NAVER 72.64%
MOXLEY & CO LLC 3.64%
JAPAN TRUSTEE SERVICES BANK, LTD. 2.11%
Relationship with SoftBank
Capital relationship Not applicable.
Personnel relationship Not applicable.
Business relationship There are business relationships with respect to use of communication services, etc.
Situations applicable to affiliated parties It is not an affiliated party.
Results of operation and financial position for the in the most recent three-year period (consolidated)
Fiscal year end Year ended on December 31, 2016 Year ended on December 31, 2017 Year ended on December 31, 2018
Revenues JPY 140,704 m JPY 167,147 m JPY 207,182 m
Operating income JPY 19,897 m JPY 25,078 m JPY 16,110 m
Profit (loss) before tax from continuing operations JPY 17,990 m JPY 18,145 m JPY 3,354 m
Profit (loss) attributable to the shareholders of the LINE JPY 6,763 m JPY 8,078 m JPY (3,718 m)
Earnings per share: basic profit (loss) for the period attributable to the shareholders of LINE JPY 34.84 JPY 36.56 JPY (15.62)

(2) Parties to the Merger

  1. Company ceasing to exist in the Merger
Name Shiodome Z Holdings Co., Ltd.
Address 1-9-1, Higashi-Shinbashi, Minato-ku, Tokyo
Name and title of representative Kazuhiko Fujihara, Representative Director
Nature of business Business preparation company
Share capital JPY 10 million (As of March 31, 2019)
Founded June 1, 2016
Net assets JPY 20 million (As of March 31, 2019)
Total assets JPY 20 million (As of March 31, 2019)
Major shareholders and shareholding ratios
(as of September 30, 2019)
SoftBank Corp. 100%
Relationships with the Other Parties
Capital relationship Not applicable.
Personnel relationship Not applicable.
Business relationship Not applicable.
Situations applicable to affiliated parties It is not an affiliated party.
  1. Surviving company in the Merger

For an overview of LINE, which will be the surviving company in the Merger, please refer to “① Outline of subsidiary subject to change” in “(1) Parties involved in making LINE a subsidiary of SoftBank” under “5. Outline of the Parties.”

  1. Status of the surviving company after the Merger
Name LINE Corporation
Address 4-1-6 Shinjuku, Shinjuku-ku, Tokyo
Name and title of representative Mr. Takeshi Idezawa, Representative Director and President
Nature of business Advertising service based on the mobile messenger application “LINE,” core businesses including the sales of stamp and game service, and strategic businesses including Fintech, AI, and commerce service.
Share capital JPY 96,535 million (as of September 30, 2019)
Fiscal year end December 31
[Note]
  1. *
    The status prior to the Corporate Demerger becoming effective is shown. LINE plans to transfer all of its business to the LINE Successor through the Corporate Demerger, and after the Corporate Demerger becomes effective, LINE (the JV) will hold ZHD (the Combined Company) shares in order to run the business that controls and manages ZHD business activities and to run associated operations. In addition, the name of LINE (the JV) will be changed after the Corporate Demerger becomes effective, but the name after the change has not yet been decided. For an overview of the Corporate Demerger, please refer to “(5) The Corporate Demerger” in “2. Summary of the Business Integration” above. For the organization and operation of LINE (the JV) after the Business Integration, please refer to “(2) Details of the Joint Venture Agreement” in “4. Outline of the Business Alliance with Capital Alliance by ZHD and LINE.”

(3) Parties to the Share Exchange

  1. Wholly owning parent company in the Share Exchange and the wholly owned subsidiary in the Share Exchange
Wholly owning parent company in Share Exchange Wholly owned subsidiary company in Share Exchange
Name Z Holdings Corporation Preparatory corporation for demerger of LINE
Address Tokyo Garden Terrace Kioi-cho Kioi Tower, 1-3, Kioicho, Chiyoda-ku, Tokyo 4-1-6 Shinjuku Shinjuku-ku, Tokyo
Name and title of representative Kentaro Kawabe, Representative Director, President and CEO Takeshi Idezawa, Representative Director
Nature of business Management of group companies and related operations Company for preparation of operations
Share capital JPY 237,404 million (as of September 30, 2019) 1.50 million yen (as of the founding date of December 13, 2019)
Founded January 31, 1996 December 13, 2019
Number of outstanding shares 4,822,417,565 300
Fiscal year end March 31 March 31
Number of employees 12,874 (As of March 31, 2019) Not applicable (as of the founding date of December 13, 2019)
Major business relationships General customers, corporations Not applicable
Main banking relationships Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.
The Japan Net Bank, Limited.
Crédit Agricole Corporate and Investment Bank
Sumitomo Mitsui Trust Bank, Limited
Not applicable
Major shareholders and shareholding ratios*1
(as of September 30, 2019)
SoftBank Corp. 44.6% LINE Corporation 100%
STATE STREET BANK AND TRUST COMPANY 505325 3.0%
SSBTC CLIENT OMNIBUS ACCOUNT 1.9%
JAPAN TRUSTEE SERVICES BANK, LTD.(Trust account) 1.8%
The Master Trust Bank of Japan, Ltd.(Trust account) 1.8%
GOLDMAN, SACHS & CO. REG 1.7%
J.P. MORGAN BANK LUXEMBOURG S. A. 1300000 1.5%
JP MORGAN CHASE BANK 385632 1.2%
BBH FOR FIDELITY LOW-PRICED STOCK FUND (PRINCIPAL ALL SECTOR SUBPORTFOLIO) 1.1%
JAPAN TRUSTEE SERVICES BANK, LTD.(Trust account 9) 1.0%
Relationships with the Other Parties
Capital relationship LINE will hold 100% of the shares in the LINE Successor immediately prior to the effective date of the Corporate Demerger, but on the day after the effective date of the Corporate Demerger, along with the Share Exchange, ZHD will hold 100% of the shares in the LINE Successor.
Personnel relationship Not applicable.
Business relationship Not applicable.
Situations applicable to affiliated parties Not applicable.
Results of operation and financial position in the most recent three-year period
Fiscal year end ZHD (Consolidated) LINE Successor (Consolidated)*2
Fiscal year ended March 31, 2017 Fiscal year ended March 31, 2018 Fiscal year ended March 31, 2019 Fiscal year ended December 31, 2016 Fiscal year ended December 31, 2017 Fiscal year ended December 31, 2018
Total capital JPY 998,709 m JPY 1,121,887 m JPY 910,523 m JPY 161,023 m JPY 189,977 m JPY 208,514 m
Total assets JPY 1,534,212 m JPY 2,516,633 m JPY 2,429,601 m JPY 256,089 m JPY 303,439 m JPY 486,587 m
Equity attributable to owners of parent per share JPY 163.51 JPY 177.97 JPY 160.96 JPY 738.53 JPY 779.30 JPY 833.87
Revenues JPY 853,730 m JPY 897,185 m JPY 954,714 m JPY 140,704 m JPY 167,147 m JPY 207,182 m
Operating income JPY 192,049 m JPY 185,810 m JPY 140,528 m JPY 19,897 m JPY 25,078 m JPY 16,110 m
Net profit before income taxes JPY 193,475 m JPY 193,177 m JPY 123,370 m JPY 17,990 m JPY 18,145 m JPY 3,354 m
Income attributable to owners of
the parent company
JPY 136,589 m JPY 131,153 m JPY 78,677 m JPY 6,763 m JPY 8,078 m JPY (3,718 m)
Earnings per share: basic profit
(loss) for the period
JPY 23.99 JPY 23.04 JPY 14.74 JPY 34.84 JPY 36.56 JPY (15.62)
Dividends per share JPY 8.86 JPY 8.86 JPY 8.86 - - -
[Notes]
  1. *1
    ZHD is also holding 60,021,000 treasury shares in addition to the above.
  2. *2
    For the operating performance and financial conditions of the LINE Successor, those of LINE are shown.
  1. Outline of the wholly owning parent company in share exchange after the Share Exchange
Name Z Holdings Corporation
Address Tokyo Garden Terrace Kioi-cho Kioi Tower, 1-3, Kioicho, Chiyoda-ku, Tokyo
Name and title of representative Takeshi Idezawa, Representative Director and Co-CEO
Kentaro Kawabe, Representative Director, President and Co-CEO
Nature of business Management of group companies and related operations
Share capital Not yet finalized.
Fiscal year end March 31
Net assets Not yet finalized.
Total assets Not yet finalized.

6. Advisors

SoftBank retained Mizuho Securities Co., Ltd. and Nomura Securities Co., Ltd. to act as its financial advisor, and NAVER retained Deutsche Bank to act as its financial advisor. SoftBank's legal advisors are Nagashima Ohno & Tsunematsu and Simpson Thacher & Bartlett LLP, and NAVER's legal advisors are Nishimura & Asahi, Kim & Chang and Cleary Gottlieb Steen & Hamilton LLP.

7. Other Matters

Any impact on the results of our business and operations due to the Joint Tender Offer and the Business Integration will be disclosed if and when they become known.

End

This press release contains “forward-looking statements” as defined in Article 27A of the U.S. Securities Act of 1933, as amended, and Article 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results might be materially different from the express or implied predictions, including the “forward-looking statements” contained herein due to known or unknown risks, uncertainties, or any other factors. Neither SoftBank, the NAVER Offerors (together with SoftBank, hereinafter, the “Tender Offerors”), LINE (hereinafter, the “Target Company”), nor their respective affiliates assure that such express or implied predictions, including the “forward-looking statements” contained herein, will be achieved. The “forward-looking statements” contained in this press release have been prepared based on the information possessed by the Tender Offerors and the Target Company as of the date hereof, and unless otherwise required under applicable laws and regulations, neither the Tender Offerors, the Target Company, nor any of their affiliates assume any obligation to update or revise such statements to reflect any future events or circumstances.

The respective financial advisors of the Tender Offerors or the Target Company as well as the tender offer agent(s) (including their affiliates) may, in the ordinary course of their business, engage in the purchase of the common shares or other securities of the Target Company, or act in preparation for such purchase, for their own account or for their customers' account before or during the purchase period for the Joint Tender Offer in accordance with the requirements of Rule 14e-5(b) under the Exchange Act and to the extent permitted under Japanese financial instruments and exchange regulations and other applicable laws and ordinances. If any information concerning such purchase is disclosed in Japan, the relevant financial adviser or tender offer agent who conducted such purchase will disclose such information on its English website (or by any other means of public disclosure).

The Joint Tender Offer described in this press release has not yet commenced. This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any common stock (including any American Depositary Share representing any common stock) or other securities of LINE. If and at the time a tender offer is commenced, the Tender Offerors (and/or its affiliates, if applicable) intend to file with the U.S. SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and the Target Company will file with the U.S. SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offerors intend to mail these documents to the Target Company shareholders. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THOSE DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Those documents and other documents filed by the Tender Offerors and the Target Company may be obtained without charge after they have been filed at the U.S. SEC's website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.

Attachment 1 Schematic Diagram of the Business Integration