DOCSLIB.ORG

Announcement of Opinion Regarding the Planned Commencement of the Joint Tender Offer for the Shares of LINE Corporation by Softbank Corp

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Announcement of Opinion Regarding the Planned Commencement of the Joint Tender Offer for the Shares of LINE Corporation by Softbank Corp December 23, 2019 To whom it may concern, Company Name: LINE Corporation Representative: Takeshi Idezawa, President and Representative Director Stock Code: 3938 (First Section of the Tokyo Stock Exchange) Inquiries: Investor Relations TEL: 03-4316-2050 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 LINE Corporation (the “Company”), SoftBank Corp. (CEO and Representative Director: Ken Miyauchi) (“SoftBank”), NAVER Corporation (“NAVER,” and together with SoftBank, the “Tender Offerors” (Note)) (President and CEO: Han Seong-sook), which is the Company’s controlling shareholder, and Z Holdings Corporation (President and Representative Director: Kentaro Kawabe) (“ZHD”), a consolidated subsidiary of SoftBank, agreed on the business integration of the Company and its subsidiaries and ZHD and its subsidiaries, founded upon a spirit of equality (the “Business Integration”), and entered into a legally non-binding memorandum of understanding concerning the Business Integration (the “Integration MOU”) with respect to a series of transactions relating to the Business Integration on November 18, 2019, as announced by the Company and ZHD on that day in the press release entitled “Announcement Regarding Capital Alliance MOU on Business Integration.” (Note) According to NAVER, it may implement the Tender Offer (defined below) through a new or existing subsidiary of which NAVER directly holds all the outstanding shares (excluding treasury shares) or interests (such subsidiary and NAVER are collectively referred to as the “NAVER Party”). The entity that will carry out the Tender Offer (defined below) in Japan and in the United States on NAVER’s side will be disclosed in a press release concerning the commencement of the Tender Offer. As announced by the Company and ZHD today in the press release entitled “Announcement Regarding Definitive Agreement on Business Integration” (the “Definitive Integration Agreement Press Release”), the Company, the Tender Offerors and ZHD entered into a business integration agreement, a definitive agreement regarding the Business Integration (the “Definitive Integration Agreement”) today pursuant to the resolutions of the respective boards of directors meetings of the Company, NAVER and ZHD, and the board of directors of SoftBank, duly authorizing its Representative Director, President and CEO, which each of the four companies held today. Furthermore, the Company resolved at its Board of Directors meeting held today to express, with respect to the tender offers to be made jointly by the Tender Offerors, consisting of (i) a tender offer to be carried out in Japan pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended from time to time, the “Act”) to acquire all outstanding shares of common stock (the “Company Common Shares” (Note)), the Share Options and the Convertible Bonds (as “Share Options,” “Convertible Bonds” and each share option and convertible bond is defined in “2. Purchase Price” ) (the Common Shares, together with the Share Options and the Convertible Bonds (other than those owned by NAVER or owned by the Company as treasury shares), being referred to as the “Company Shares”) of the Company (the “Japan Tender Offer”), and (ii) a tender offer to be carried out in the United States pursuant to the U.S. Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”), which also includes the American depositary shares, each representing one Company Common Share (the “American Depositary Shares,” together with the Company Shares, the “Target Shares”) (the “U.S. Tender Offer”; and together with the Japan Tender Offer the “Tender Offer”), the Company’s opinion as of today that, in the event that the Tender Offer is commenced, it will: express an opinion endorsing the Tender Offer, recommend that the Company’s shareholders and the holders of the American Depositary Shares tender their Company Common Shares in the Tender Offer, and defer to the judgment of the holders of the Share Options (the “Share Option Holders”) and Convertible Bonds (the “Convertible Bond Holders”) regarding whether or not to tender their Share Options and Convertible Bonds in the Tender Offer. (Note) We are told that whether it is possible from an operational perspective for the Japan Tender Offer to cover the American Depository Shares, and, if possible, the specific scope and the procedures, etc. for their tender, is currently being confirmed with the Tender Offerors, and notice of the specific handling will be provided by the time of 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 “(7) Important Agreement Concerning the Tender Offer” of “3. Details, Grounds, and Reasons for the Opinion Regarding the Tender Offer”) under the Definitive Integration Agreement, and the commencement of the U.S. Tender Offer is conditioned on the commencement of the Japan Tender Offer. According to “Notice Concerning the Planned Commencement of the Joint Tender Offer for Shares of LINE Corporation (Securities Code: 3938)” issued by the Tender Offerors today, the Tender Offer is expected to be carried out 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 between May and June 2020. However, it is difficult to accurately predict the period required for domestic and foreign competition authority procedures. Therefore, we are told that the details of the schedule of the Tender Offer will be announced as soon as they are decided. Given the above, the Board of Directors of the Company also resolved at its meeting mentioned above that, as set out below in “③ Decision-making process leading to and reasons for the Company’s decision to endorse the Tender Offer” in “(2) Grounds and Reasons for the Opinion” within “3. Details of and Grounds and Reasons for the Opinion Regarding the Tender Offer,” before the Tender Offer commences, (i) it will request that the Special Committee established by the Company consider whether there are any changes to its opinion expressed to the Company’s Board of Directors today, and if there are no changes, the committee will advise the Board of Directors to that effect; and if there are any changes, the committee will issue a revised opinion reflecting such change, and (ii) the Company will express its opinion regarding the Tender Offer again when the Tender Offer is commenced based on the opinion of the Special Committee. It is noted that the board of directors adopted the above resolution based on the assumption that it is contemplated that the Tender Offerors will become the sole shareholders of the Company through the Tender Offer and a series of subsequent procedures, and the Company Common Shares will be delisted. 1. Outline of the Tender Offerors (1) Outline of SoftBank 2 (1) Company Name SoftBank Corp. (2) Address 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo, Japan (3) Name and title of Ken Miyauchi, Representative Director, President & CEO representative (4) Description of business Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP (5) Capital JPY 204,309 million (6) Founded December 9, 1986 (7) Major shareholders and SoftBank Group Japan Corporation 66.77% shareholding ratio (As of September 30, 2019) The Master Trust Bank of Japan, Ltd. (Trust Account) 2.13% Japan Trustee Services Bank, Ltd. (Trust Account) 1.64% Japan Trustee Services Bank, Ltd. (Trust Account 5) 0.81% Japan Trustee Services Bank, Ltd. (Trust Account 1) 0.57% Japan Trustee Services Bank, Ltd. (Trust Account 2) 0.50% STATE STREET BANK WEST CLIENT-TREATY 505234 0.50% Japan Trustee Services Bank, Ltd. (Trust Account 6) 0.35% STATE STREET BANK AND TRUST COMPANY 505103 0.30% Japan Trustee Services Bank, Ltd. (Trust Account 9) 0.30% (8) Relationship between the Company and the Tender Offeror (SoftBank) Capital relationship Not applicable Personal relationship Not applicable Business relationship The Company is engaged in transactions with SoftBank with respect to the use of communications services, etc. Status as Related Party SoftBank and the Company are not related parties to each other. (2) Outline of NAVER (1) Name NAVER Corporation (2) Address NAVER Green Factory, 6, Buljeong-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea (3) Name and title of representative Seongsook Han, President & CEO (4) Description of business Provision of advertising services via the platforms such as the search engine NAVER and the mobile messenger application LINE, and content creation services, including those via NAVER Webtoon and V LIVE (5) Capital 16,481 million won (as of September 30, 2019) (6) Founded June 2, 1999 (7) Major shareholder and shareholding National Pension Service of Korea 11.10% ratio (as of September 30, 2019) BlackRock Fund Advisors 5.03% Harris Associates 5.01% (8) Relationship between the Company and the Tender Offeror (NAVER) Capital relationship NAVER is the parent company of the Company and holds 174,992,000 Company Common Shares (which represents 72.64% of the total number of issued shares of the Company (240,883,642 shares) as of June 30, 2019) and a portion of the Convertible Bonds. Personal relationship Mr. Hae Jin Lee, an executive officer of NAVER, also serves as the chairman of the Board of Directors of the Company. Business relationship The Company is engaged in transactions with NAVER with respect to advertising services, etc. Status as Related Party NAVER is the parent company of the Company. 3 2．Purchase Price ① Common stock JPY 5,380 per share (Note 1) According to the Tender Offerors, since the American Depositary Shares are traded only in the U.S.
Load more

Recommended publications
  • NAVER Corporation
    NAVER Corporation System and Organization Controls 3 Report On Controls Relevant to Security, Availability, Processing Integrity, Confidentiality, and Privacy of BAND Service January 1, 2019 – December 31, 2019 Table of contents Section I: Independent Service Auditor’s Report .......................................2 Scope...............................................................................................2 Service Organization’s Responsibilities ...................................................2 Service Auditor’s Responsibilities...........................................................2 Inherent limitations ............................................................................3 Opinion.............................................................................................3 Section II: Management’s Assertion..........................................................4 NAVER Corporation’s Management Assertion...........................................4 Section III: Description of the Boundaries of BAND Service System...........5 1. Overview of Operations .........................................................................5 Company Introduction.........................................................................5 Service .............................................................................................6 Report Scope Boundary .......................................................................6 2. Service Components .............................................................................7
    [Show full text]
  • (Securities Code: 3938) by a Subsidiary (Softbank Corp
    (Attachment B) [Reference translation. In case of any discrepancy in interpretation, the original Japanese version shall prevail.] August 3, 2020 Press Release Company Name: Z Holdings Corporation Representative: Kentaro Kawabe, President and Representative Director (Code number: 4689 First Section, Tokyo Stock Exchange) Inquiries: Ryosuke Sakaue, Managing Executive Officer and Chief Financial Officer TEL: 03-6779-4900 Company Name: LINE Corporation Representative: Takeshi Idezawa, President and Representative Director (Code number: 3938 First Section, Tokyo Stock Exchange) Inquiries: Investor Relations TEL: 03-4316-2050 Company name: SoftBank Corp. Representative: Ken Miyauchi, Representative Director, President & CEO (Code number: 9434 First Section, Tokyo Stock Exchange) Inquiries: Takashi Naito, VP, Head of Finance and Accounting Division TEL: 03-6889-2000 Company name: NAVER Corporation Representative: Han Seong Sook, CEO Inquiries: Kim Min, Investor Relations Leader (Email. [email protected]) Notice Concerning Conclusion of Business Alliance MOU by Z Holdings Corporation, LINE Corporation, SoftBank Corp. and NAVER Corporation 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
    [Show full text]
  • ソフトバンク株式会社及び支配株主であるNAVER Corporationによる当社
    2019 年 12 月 23 日 各 位 会社名：LINE 株式会社 代表者名：代表取締役社長 出澤 剛 ｺｰﾄﾞ番号：3938、東証第一部 問合せ先：投資開発・IR 室 電話番号：03-4316-2050 ソフトバンク株式会社及び支配株主である NAVER Corporation による 当社株式等に対する共同公開買付けの開始予定に関する意見表明のお知らせ 当社、ソフトバンク株式会社（代表取締役 CEO：宮内謙、以下「ソフトバンク」といいます。）、 当社の支配株主である NAVER Corporation（President & CEO：Han Seong-sook、以 下「 NAVER」といい、 ソフトバンクと NAVER を総称して「公開買付者ら」（注）といいます。）及びソフトバンクの連結子 会社である Z ホールディングス株式会社（代表取締役社長：川邊健太郎、以 下「 ZHD」といいます。） は、当社及び ZHD が 2019 年 11 月 18 日に公表した「経営統合に関する基本合意書の締結について」 においてお知らせしましたとおり、同日付けで、対等な精神に基づく当社及びその子会社と ZHD 及び その子会社の経営統合（以下「本経営統合」といいます。）に関して合意し、４社間において、法的拘 束力のない本経営統合に係る一連の取引に関する統合基本合意書（以下「本統合基本合意書」といいま す。）を締結しておりました。 （注）NAVER は、NAVER がその発行済株式（自己株式を除きます。）又は持分の全てを直接保有す る既存又は新設の子会社を通じて本公開買付け（以下に定義します。）を実施する可能性がある とのことです（なお、かかる子会社と NAVER を併せて、以下「NAVER ら」といいます。）。 NAVER 側の本公開買付け（以下に定義します。）の実施主体は、本公開買付け開始時のプレス リリースでお知らせいたします。 今般、当社、公開買付者ら及び ZHD は、当社及び ZHD が本日付けで公表した「経営統合に関する 最終合意の締結について」（以下「本統合最終合意プレスリリース」といいます。）においてお知らせ しましたとおり、当社、NAVER 及び ZHD については本日開催のそれぞれの取締役会の取締役会決議 に基づき、ソフトバンクについては本日開催の同社取締役会の決議に基づき一任された代表取締役 社 長執行役員 兼 CEO の宮内 謙の決定に基づき本日、４社間において、本経営統合に係る最終契約であ る経営統合契約書（以下「本統合契約書」といいます。）を締結いたしました。 また、当社は、本日開催の取締役会において、公開買付者らが共同して、①当社の普通株式（以下 「当社株式」といいます。）、本新株予約権及び本新株予約権付社債（「本新株予約権」、「本新株予 約権付社債」、各新株予約権及び各新株予約権付社債の名称については、「２．買付け等の価格」にお いて定義します。以下、当社株式、本新株予約権及び本新株予約権付社債を総称して、「当社株式等」 といいます。（注））の 全 て（ NAVER が所有する当社株式等及び当社が保有する自己株式を除きます。） を取得することを目的とした、金融商品取引法（昭和 23 年法律第 25 号。その後の改正を含み、以下 「法」といいます。）に基づく日本における公開買付け（以下「本日本公開買付け」といいます。）、 並びに、②預託証券１個につき当社株式１株を表章する米国預託証券（以下「本米国預託証券」とい い、当社株式等と併せて「本対象株式等」と総称します。）を対象に含む、米国 1934 年証券取引所法 （その後の改正を含みます。以下同じとします。）に基づく米国における公開買付け（以下「本米国公
    [Show full text]
  • LINE Corporation (Translation of Registrant’S Name Into English)
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2017 Commission File Number: 001-37821 LINE Corporation (Translation of registrant’s name into English) 1-6 Shinjuku 4-chome Shinjuku-ku, Tokyo 150-8510, Japan (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LINE Corporation (Registrant) August 10, 2017 By: /s/ In Joon Hwang (Signature) Name: In Joon Hwang Title: Director and Chief Financial Officer LINE Corporation Announces Consolidated Financial Results for the Six Months Ended June 30, 2017 TOKYO--(BUSINESS WIRE)--August 10, 2017--LINE Corporation (NYSE:LN) (TOKYO:3938) announces its consolidated financial results for the six months ended June 30, 2017. This is an English translation of the original Japanese-language document. Should there be any inconsistency between the translation and the original Japanese text, the latter shall prevail.
    [Show full text]
  • Notice of the Execution of the Capital and Business Alliance Agreement
    March 26, 2020 Name of Company Demae-can Co., Ltd Representative Rie Nakamura, President & CEO （JASDAQ Code：2484） Contact Atsushi Miyashita Director, in charge of Administration Division TEL: +81 3 4500 9386 URL: https://corporate.demae-can.com/en/ Notice of the Execution of the Capital and Business Alliance Agreement with LINE Corporation and Share Subscription Agreement with LINE Corporation and Mirai Fund LLP, Issuance of New Shares by way of the Third-Party Allotment and Changes in Major Shareholder and Parent Company We hereby announce that at the meeting of the Board of Directors held on March 26, 2020, we resolved to conclude a capital and business alliance agreement with LINE Corporation (Head Office: 4-1-6 Shinjuku, Shinjuku-ku, Tokyo; hereinafter referred to as “LINE”) (hereinafter referred to as the "Capital and Business Alliance") and share subscription agreement with LINE and Mirai Fund LLP (Head Office: 4-1-6 Shinjuku, Shinjuku-ku, Tokyo; hereinafter referred to as the "Mirai Fund") and to issue new shares issued by way of a third-party allotment to LINE and Mirai Fund (hereinafter referred to as the "Third-Party Allotment." Further, we hereby notify that our major shareholder and a parent company will be changed due to the Third-Party Allotment. I. Purpose and Reason of the Capital and Business Alliance We launched the service at “Demae-can”, Japan's first home-delivery portal site (a portal site for placing orders with restaurants with a nationwide outing and delivery service) in 2000 as as the first step of “Yume no Machi” based on our corporate philosophy, which was incorporated into Yume no Machi Souzou Iinkai Co., Ltd.
    [Show full text]
  • SYO Green Business Compiled.Pdf
    Entrepreneur Press, Publisher Cover Design: Jane Maramba Production and Composition: Eliot House Productions © 2012 by Entrepreneur Media, Inc. All rights reserved. Reproduction or translation of any part of this work beyond that permitted by Section 107 or 108 of the 1976 United States Copyright Act without permission of the copyright owner is unlawful. Requests for permission or further information should be addressed to the Business Products Division, Entrepreneur Media Inc. This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Green Business: Entrepreneur’s Step-by-Step Startup Guide, ISBN: 978-1-59918-472-2 Previously published as Start Your Own Green Business, ISBN: 978-1-59918-339-8, © 2009 by Entrepreneur Media, Inc., All rights reserved. Start Your Own Business, 5th Edition, ISBN: 978-1-59918-387-9, © 2009 Entrepreneur Media, Inc., All rights reserved. Printed in the United States of America 16 15 14 13 12 10 9 8 7 6 5 4 3 2 1 Contents Acknowledgments . xi Preface . xiii Chapter 1 What Does “Green” Mean? . 1 Looking Forward and Looking Back . 2 Sustainability . 3 The Eco-Lifecycle of a Product . 6 The Green Mindset . 7 What Does a Green Office Look Like? . 9 Have You Ever Stepped Into a Green Store? . 10 Have You Been to a Green Factory Lately? .
    [Show full text]
  • History of Internet in Korea 8 Infographic 12 Top 10 Internet News of 2016 18
    G P R N 11-B551505-000008-10 [Naju Office] Korea Internet & Security Agency (KISA) 9 Jinheung-gil, Naju, Jeollanam-do, 93000 Republic of Korea (58324) TEL : 82-1544-5118 [Seoul Office] IT Venture Tower, 135 Jungdae-ro, Songpa-gu, Seoul, Korea, (05717) TEL : 82-2-405-5118 [Branch (Seocho Office)] Seocho-ro 398, Seocho-gu, Seoul, Korea (06619) TEL : 82-2-405-5118 9 791186 720066 www.kisa.or.kr ISBN 979-11-86720-06-6 Notes The numbers in the tables of statistics are rounded; therefore, the totals indicated may differ the actual sum of all values. The 2017 Korea Internet White Paper is a collection of the domestic and international issues and trends of 2016. 2017 Korea Internet White Paper | Message from the Publisher “Faced with the transition to an intelligent information society, we must determine the direction of our distant future.” Futurist Kurzweil predicted in his book Singularity is Near that by the "law of accelerating returns," there will be an exponential increase in the speed of development, and thus the speed of development in the 21st Century will be 1,000 times that of the 20th Century. The incredible development speed can be experienced firsthand in our reality, beyond just theories in textbooks. Before we have even overcome from the shock of Alpha Go, which made us think "machines are better than humans," we are facing a more evolved Alpha Go and AI technology in our daily lives. We have gone from treating machines as something that provides assistance to humans to asking ourselves with fear: "In what area could humans possibly be better than machines?" The next 10 years will be a critical era to determining the survival and perpetuation of the human race for the next 100 years.
    [Show full text]
  • We Make the Future Naver Annual Report 2017
    NAVER ANNUAL REPORT 2017 WE MAKE THE FUTURE 001 _ We Make the Future 014 _ Ambient Intelligence 024 _ Financial Highlights 026 _ CEO’s Letter 028 _ Board of Directors 030 _ At a Glance 036 _ Service Overview 044 _ Business Overview 052 _ Sustainability 082 _ Financial Review 186 _ Affiliates 188 _ Corporate History 190 _ Awards & Accolades 192 _ Investor Information We have made history in the South Korean IT industry with advanced technologies At NAVER, we have always been making the future. and opened up a world where everyone is connected through innovative services. Now, NAVER is once again making the future. and realize their dreams of success through technology. We are transforming into an innovative technology platform, allowing everyone to integrate technology into their daily life with ease, Seamless technology is woven into daily tasks, making life more pleasant and convenient. A powerful yet warm technology platform is with you for the most meaningful moments of life. Small businesses, creators and startups are writing This is the new future their own success stories we are making for everyone. using technology. AROUND CLOVA AIRCART M1 Autonomous Driving WHALE papago AWAY AI based R&D projects Technology Platform Technology should be present in daily life, not just in a lab. It should belong to all, not just to some. It should create more opportunities for everyone. With a firm belief in the true value of technology, NAVER is transforming from an Internet company to a technology platform. We weave ground-breaking technology into daily life, creating friendly tools that anyone can use with ease.
    [Show full text]
  • Deloitte Template: SOC 1 Type II Report
    NAVER Corporation System and Organization Controls 3 Report On Controls Relevant to Security, Availability, Processing Integrity, Confidentiality, and Privacy of BAND Service January 1, 2020 – December 31, 2020 Table of contents Section I: Independent Service Auditor’s Report ................................................................ 2 Scope .................................................................................................................................. 2 Service Organization’s Responsibilities ............................................................................ 2 Service Auditor’s Responsibilities ..................................................................................... 2 Inherent limitations ........................................................................................................... 3 Opinion ............................................................................................................................... 3 Section II: Management’s Assertion ..................................................................................... 4 NAVER Corporation’s Management Assertion ................................................................ 4 Section III: Description of the Boundaries of BAND Service System ................................ 5 1. Overview of Operations ........................................................................................................ 5 Company Introduction .....................................................................................................
    [Show full text]