Press Releases 2021

Notice Concerning Absorption-type Merger of
LINE MOBILE Corporation, a Wholly Owned Subsidiary
(Simplified Merger and Short-form Merger)

October 22, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter, the “Company”) hereby announces that at the meeting of Board of Directors held on October 22, 2021, the Company resolved to carry out an absorption-type merger (hereinafter, the “Merger”) of its wholly owned subsidiary, LINE MOBILE Corporation (hereinafter, “LINE MOBILE”). As announced by the Company in the “Notice Concerning Consideration of Acquiring 100% Ownership and Absorption-type Merger of LINE MOBILE Corporation by SoftBank Corp.” dated December 22, 2020, the Company has been considering making its consolidated subsidiary LINE MOBILE a wholly owned subsidiary and then implementing an absorption-type merger. Thereafter, as announced in the “Notice Concerning Acquisition of LINE MOBILE Corporation Shares and Making it a Wholly Owned Subsidiary” dated March 30, 2021, the Company resolved to make LINE MOBILE a wholly owned subsidiary.
The Company omitted certain disclosure items and details because the Merger is a simplified absorption-type merger of a wholly owned subsidiary.

1. Purpose of the Merger

On March 17, 2021, the Company launched a 4G/5G*1 service plan under LINEMO, an online exclusive brand. In addition to providing unlimited use of messaging app LINE without consumption of monthly data allowance*2, all procedures, including signing up for the service plan, can be completed online with simple operations.
This has been achieved through detailed discussions, conducted between LINE Corporation and the Company, regarding new telecommunications services utilizing the LINE platform. Making LINE MOBILE a wholly owned subsidiary and implementing an absorption-type merger will be executed as part of this process and will be realized due in part to the business integration between LINE Corporation and Z Holdings Corporation in March 2021. After the Merger, the Company will continue to provide MVNO services of LINE MOBILE.

  1. *1
    Areas where 5G is available is limited. To use 5G, a handset compatible with 5G is required.
  2. *2
    Data consumption related to usage of LINE talk, LINE call, etc. will not consume monthly data allowance. Certain services are not subject to unlimited use, including location info sharing via LINE talk, use of LINE LIVE, use of stamp shops, and browsing news articles. If you use paid content, a separate payment is required.

2. Outline of the Merger

(1) Schedule of the Merger

(1) Date of the resolution of the Board of Directors October 22, 2021
(2) Date of signing of the Merger agreement October 22, 2021 (planned)
(3) Effective date of the Merger March 1, 2022 (planned)

As the Merger falls under a simplified absorption-type merger as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form merger as prescribed in Article 784, Paragraph 1 of the same act in relation to LINE MOBILE, the Merger agreement will be approved without convening General Meeting of Shareholders of either companies.

(2) Method of the Merger

The Merger will be an absorption-type merger with the Company as the surviving company. LINE MOBILE will be dissolved.

(3) Details of allotment related to the Merger

As LINE MOBILE is a wholly owned subsidiary of the Company, no shares or money will be allotted as a result of the Merger.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger

No applicable items.

3. Overview of the companies involved in the Merger

Surviving company Disappearing company to be absorbed
(1) Trade name SoftBank Corp. LINE MOBILE Corporation
(2) Address 1-7-1 Kaigan, Minato-ku, Tokyo 1-6-1 Yotsuya, Shinjuku-ku, Tokyo
(3) Name and title of representative Junichi Miyakawa, President & CEO Masahiko Tsutsui, Representative Director & President
(4) Nature of Business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services Provision of MVNO service LINE MOBILE
(5) Share capital JPY 204,309 million
(As of March 31, 2021)
JPY 100 million
(As of March 31, 2021)
(6) Founded December 9, 1986 February 26, 2016
(7) Number of shares issued 4,787,145,170 shares
(As of September 30, 2021)
(As of March 31, 2021)
(8) Fiscal year end March 31 March 31
(9) Major shareholders and shareholding ratios SoftBank Group Japan Corporation 40.72%
The Master Trust Bank of Japan, Ltd. (Trust Account) 5.61%
Custody Bank of Japan, Ltd. (Trust Account) 1.89%
SMBC Nikko Securities Inc. 1.21%
(As of September 30, 2021)
SoftBank Corp. 100%
(10) Financial position and results of operations for the most recent fiscal year Fiscal year ended March 31, 2021
(Consolidated: IFRS)
Fiscal year ended March 31, 2021
(Standalone: Japanese GAAP)
Equity attributable to owners of the Company JPY 1,512,212 million Net assets JPY 4,809 million
Total assets JPY 12,226,660 million Total assets JPY 9,755 million
Equity per share attributable to owners of the Company JPY 322.68 Net assets per share JPY 4,338.01
Revenue JPY 5,205,537 million Revenue JPY 20,953 million
Operating income JPY 970,770 million Operating income (loss) JPY (2,871) million
Profit before income taxes JPY 847,699 million Ordinary income (loss) JPY (2,859) million
Net income attributable to owners of the Company JPY 491,287 million Net income (loss) JPY (2,498) million
Basic earnings per share JPY 103.85 Net income (loss) per share JPY (2,253.58)

4. Status after the Merger

There will be no changes in trade name, address, name and title of representative, nature of business, share capital, or fiscal year end of the Company.

5. Forecasts

Since this is a merger of a wholly owned subsidiary of the Company, the effect of the Merger on the Company's consolidated results of operations is immaterial.

(For reference) Consolidated financial result forecasts for the fiscal year ending March 31, 2022 (as announced on May 11, 2021) and consolidated financial result for the previous fiscal year

Revenue Operating income Net income attributable to owners of the Company Basic earnings per share
Financial result forecasts (fiscal year ending March 31, 2022) JPY 5,500,000 million JPY 975,000 million JPY 500,000 million JPY 105.69
Financial result (fiscal year ended March 31, 2021) JPY 5,205,537 million JPY 970,770 million JPY 491,287 million JPY 103.85