Entry into a Memorandum of Understanding
by Subsidiaries (SoftBank Corp., Securities Code: 9434
and Z Holdings Corporation, Securities Code: 4689)
Regarding the Business Integration of
Z Holdings Corporation and LINE Corporation
(Securities Code: 3938), and the Submission of a Letter
of Intent in Relation to a Joint Tender Offer for the Shares
of LINE Corporation by a Subsidiary (SoftBank Corp.)
and NAVER Corporation
November 18, 2019
SoftBank Group Corp.
SoftBank Group Corp. (“SBG”) announced today that its consolidated subsidiary SoftBank Corp. (Securities Code: 9434, Tokyo Stock Exchange First Section; “SoftBank”), NAVER Corporation (“NAVER”), Z Holdings Corporation (Securities Code: 4689, Tokyo Stock Exchange First Section; a consolidated subsidiary of SBG and SoftBank; “ZHD”), and LINE Corporation (Securities Code: 3938, Tokyo Stock Exchange First Section; a consolidated subsidiary of NAVER; “LINE”) have reached agreement regarding the business integration on an equal basis of ZHD and its subsidiaries and LINE and its subsidiaries (the “Business Integration”), and in accordance with the resolutions of the respective boards of directors of each of the four companies, including the resolution of the board of directors of SoftBank held on November 17, 2019 so authorizing its Representative Director, President and CEO, Miyauchi Ken, the resolution of the board of directors of NAVER held on November 17, 2019 so authorizing its CEO, Han Seong Sook, and the resolution of the board of directors of each of ZHD and LINE held today, have entered into a non-binding memorandum of understanding regarding a series of transactions relating to the Business Integration.
As one step in the series of transactions to realize the Business Transaction, SoftBank and NAVER entered into a non-binding memorandum of understanding, dated November 18, 2019, and submitted a non-binding letter of intent, to the board of directors of LINE with a proposal to take LINE private by launching a joint tender offer by SoftBank and NAVER (the “Tender Offer”) to acquire all of the outstanding common stock (including American Depositary Shares) and others of LINE, excluding the shares, share options, and convertible bonds that are already owned by NAVER or by LINE as treasury shares, and certain other post-tend offer transactions.
ZHD, the publicly listed integrated company following the Business Integration, is expected to be a consolidated subsidiary of SBG and SoftBank. The Business Integration is conditioned on the receipt of required competition law and foreign exchange law approvals and other clearances and permits required by applicable law and regulation. For details of the Business Integration and the Tender Offer, please refer to the attachment.
Outline of SoftBank Corp.
|Address||1-9-1 Higashi-shimbashi, Minato-ku, Tokyo|
|Name and title of representatives||Ken Miyauchi, Representative Director, President & CEO|
|Nature of business||Provision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services|
|Share capital||204,309 million yen (as of September 30, 2019)|
Outline of Z Holdings Corporation
|Address||Kioi Tower, 1-3 Kioicho, Chiyoda-ku, Tokyo|
|Name and title of representatives||Kentaro Kawabe, President and CEO|
|Nature of business||Managing of group companies and businesses incidental thereto|
|Share capital||237,404 million yen (as of September 30, 2019)|
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