Press Releases 2021
Notice Concerning Name Change and Structure of
Strategic Holding Company After Business Integration of
Z Holdings Corporation and LINE Corporation
February 24, 2021
As part of realizing the business integration between Z Holdings Corporation (hereinafter, “ZHD”) and LINE Corporation (hereinafter, “LINE”) (hereinafter, the “Business Integration”), which was announced by SoftBank Corp. (hereinafter, “SoftBank”) and NAVER Corporation (hereinafter, “NAVER”) in 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)” dated December 23, 2019, it was announced that LINE will become a consolidated subsidiary of SoftBank. At LINE's Extraordinary General Meeting of Shareholders held today on February 24, 2021, a resolution was passed to change LINE's company name to A Holdings Corporation (hereinafter, “AHD”).
AHD, which will function as a strategic holding company, is expected to own 65.3% of the post-integration ZHD (hereinafter, the “New ZHD”). As the Business Integration of ZHD and LINE is being undertaken in a spirit of equal partnership, AHD's parent companies, SoftBank and NAVER, will each own 50% of AHD's shares, and AHD will become a consolidated subsidiary of SoftBank. Through AHD, SoftBank and NAVER will support the business growth of the New ZHD group. They will also leverage strengths in their respective business domains to drive synergies and strengthen the New ZHD group's business foundation and competitiveness. Through this, SoftBank and NAVER will strive to build a corporate group that can succeed globally.
1. Outline of the subsidiary
|(1) Current company name||LINE Corporation|
|(2) Address||1-6 Shinjuku 4-chome, Shinjuku-ku, Tokyo|
|(3) Name and title of representative||Takeshi Idezawa, President and Representative Director|
|(4) Description 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.|
|(5) Share capital||101,641 million yen (as of September 30, 2020)|
2. New company name
A Holdings Corporation
3. Planned date of change
February 28, 2021
The company name change is contingent on the execution of an absorption-type demerger in which LINE and LINE Demerger Preparatory Company succeeds to all the businesses of LINE (excluding ZHD shares and any contractual status of the agreements LINE has executed in connection with the Business Integration and other rights and obligations as provided for in the corporate demerger agreement), which is scheduled for February 28, 2021.
4. Reason for change
AHD will enable SoftBank and NAVER to plan strategies that promote collaboration between the corporate groups of both companies and facilitate decisions on various initiatives based on these strategies. Furthermore, in view of the wide-ranging business strategies of both companies' corporate groups, AHD will offer advice with a view to maximizing the corporate value of the New ZHD, and support the creation of synergies between both companies' corporate groups and the New ZHD group. In addition to the board of directors, AHD's governance structure will have a steering committee that will include the attendance of representative directors from the New ZHD. The steering committee will be chaired by Ken Miyauchi, who is scheduled to become President and Representative Director of AHD. AHD will strive to enable speedy collaboration between the businesses of SoftBank and NAVER and the businesses of the New ZHD while driving synergies.
The “A” in AHD encapsulates the SoftBank and NAVER management team's concept for the company in the following three ways:
- 1)A-to-Z: synergies will be driven across the entire group of companies
- 2)AI: the entire group of companies will focus on business domains that utilize AI
- 3)Asia: AHD intends to initially deploy businesses across Asia, then globally
5. AHD Board of Directors
In addition to In Joon Hwang, who is one of the current directors of LINE, Ken Miyauchi and Kazuhiko Fujihara from SoftBank management, and Hae Jin Lee from NAVER management are scheduled to assume full-time director positions on March 1, 2021, respectively, and Hae Jin Lee and Ken Miyauchi are scheduled to assume representative director positions on March 2, 2021. Furthermore, Mitsunobu Koshiba is scheduled to assume an outside director position on March 1, 2021. SoftBank has invited Mitsunobu Koshiba, Director, Chairman of the Board of JSR Corporation, to join as an external director. With his in-depth knowledge of semiconductors and other advanced technologies, as well as his extensive experience and knowledge in deploying global businesses, SoftBank and NAVER believe that Koshiba will greatly contribute to the New ZHD group's business strategy.
|Chairperson of the Company, Representative Director||Hae Jin Lee|
|President, Representative Director
(Chairperson of the Board)
|Director||In Joon Hwang|
|Director (external)||Mitsunobu Koshiba|