Press Releases 2020
Four companies including Z Holdings Corporation, a consolidated subsidiary of SoftBank Corp. (“ZHD”) (President and Representative Director: Kentaro Kawabe), LINE Corporation, a consolidated subsidiary of NAVER Corporation (“LINE”) (President and Representative Director: Takeshi Idezawa), SoftBank Corp. (“SoftBank”) (Representative Director, President & CEO: Ken Miyauchi) and NAVER Corporation (“NAVER”) (President and CEO: Han Seong Sook) (hereinafter, simply the “Four Companies”) hereby announce that today, the Four Companies concluded a business alliance memorandum of understanding (the “Business Alliance MOU”) in regard to the business alliance described in “2. Details of the Business Alliance” below, for the business integration of ZHD and LINE (the “Business Integration”) which was announced in the “Announcement Regarding Definitive Agreement on Business Integration” on December 23, 2019 by ZHD and LINE, and the “Notice Concerning Entry into a Definitive Agreement Relating to the Business Integration of Z Holdings Corporation (Securities Code: 4689) and LINE Corporation (Securities Code: 3938)” on the same date by SoftBank and LINE, respectively (collectively the “Business Integration Press Releases of December 23, 2019”), pursuant to the resolutions of ZHD and LINE's respective board of directors' meetings held today, the decision made by SoftBank's Representative Director, President and CEO Ken Miyauchi based on the authorization by a resolution of SoftBank's board of directors' at a meeting held on July 20, 2020, and the decision made by NAVER's President & CEO Han Seong Sook.
1. Reason for the Business Alliance
As announced in the Business Integration Press Release on December 23, 2019, the Four Companies entered into a business integration agreement, which is the definitive agreement related to the Business Integration (the “Definitive Integration Agreement”) on December 23, 2019.
As part of the Business Integration, the Four Companies concluded the Business Alliance MOU and are starting discussions, etc., so that on or after the date upon which all required consents have been obtained from the Fair Trade Commission for the implementation of the Business Integration pursuant to the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and all related guidelines (collectively, the “Antimonopoly Laws”) and from the relevant authorities under applicable foreign competition laws, they will, from such date until the completion of the Business Integration, to the extent relating to the Business Integration, and within with the scope and the methods permitted under the Business Integration Agreement, with respect to the businesses which the Four Companies that are parties to the Business Alliance MOU and their group companies (referring to, with respect to a person, the group of companies comprised of such person and its subsidiaries) (each, a “Business Alliance MOU Party Group”) conduct in Japan, engage in the business alliance for the purpose of conducting joint business activities.
2. Content of the Business Alliance
In summary, the Four Companies agree under the Business Alliance MOU that conditioned upon having obtained all required consents from the Fair Trade Commission for the implementation of the Business Integration pursuant to the Antimonopoly Laws and from the relevant authorities under applicable foreign competition laws, and limited to the extent relating to the Business Integration, and limited to within the scope and the methods permitted under the Business Integration Agreement, until the Business Integration is completed through effectiveness of the share exchange between ZHD and the LINE Demerger Preparatory Company, within Japan they will (ⅰ) conduct information sharing, review, verification testing and discussions for the purpose of implementing the business alliance to engage in joint business activities with respect to items set out below relating to the businesses which one or more of the Business Alliance MOU Party Groups conduct (the “Business Alliance”), and (ⅱ) if parties separately agree on the specific implementation of any joint business activities, the Business Alliance shall be carried out in accordance with such separate agreement. Any disclosure required by the relevant Business Alliance MOU Party Group under laws and regulations in regard to the implementation of the Business Alliance will be made in a timely manner.
- (1)Organizational restructuring among the Business Alliance MOU Party Groups (excluding those that separately require notice for a business combination review under the Antimonopoly Laws and applicable competition laws and other applicable laws of each relevant country) and organizational restructuring internally within the Business Alliance MOU Party Groups
- (2)Shared recruitment activities, transfers of human resources (including the transfers of human resources involving the merger and dissolution of departments) and personnel exchanges among the Business Alliance MOU Party Groups
- (3)Implementation of joint development and technical cooperation
- (4)Implementation of joint sales, promotions and campaigns
- (5)Mutual utilization of sales networks and referrals of customers
- (6)Standardization of points and ecosystems
- (8)Linkage of IDs and services of LINE and Yahoo Japan Corporation, which is the wholly-owned subsidiary of ZHD
- (9)Shared procurement of hardware, software, content and infrastructure
- (10)Joint consultation and negotiation with stakeholders
- (11)Having discussions on strategy, creating a business plan and conducting a presentation on integrated strategy
- (12)Shared operational management
- (13)Shared usage of information systems and back office functions
- (14)Establishment of, and decision making by, the product committee
- (15)Making decisions on consolidation of and discontinuing services and products and role-sharing arrangements regarding services and products, and implementation thereof
- (16)In addition, any other joint business activities on which the Business Alliance MOU Parties that will implement such joint business activities separately agree, including but not limited to organizational restructuring, human resources, development, sales, sharing and utilization of data, linkage of services or operations among the Business Alliance MOU Party Groups and procurement
Please refer to here for more details.