Commencement of the Joint Tender Offer for the Shares of LINE Corporation (Securities Code: 3938) by a Subsidiary (SoftBank Corp., Securities Code: 9434) and a Wholly Owned Subsidiary of NAVER Corporation and Conclusion of Business Alliance MOU by Subsidiaries (SoftBank Corp. and Z Holdings Corporation, Securities Code: 4689), LINE Corporation, and NAVER Corporation

SoftBank Group Corp.

As announced in the “Entry into a Definitive Agreement 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 Planned Commencement of a Joint Tender Offer for the Shares of LINE Corporation by a Subsidiary (SoftBank Corp.) and NAVER Corporation” dated December 23, 2019, SoftBank Corp. (a consolidated subsidiary of SoftBank Group Corp.; Securities Code: 9434, Tokyo Stock Exchange First Section; “SoftBank”), NAVER Corporation (“NAVER”), Z Holdings Corporation (a consolidated subsidiary of SoftBank Group Corp. and SoftBank; Securities Code: 4689, Tokyo Stock Exchange First Section; “ZHD”), and LINE Corporation (Securities Code: 3938, Tokyo Stock Exchange First Section; a consolidated subsidiary of NAVER; the “Target Company”), have entered into a business integration agreement, a definitive agreement regarding the business integration of ZHD and its subsidiaries and the Target Company and its subsidiaries (the “Business Integration”) among the four companies, as of December 23, 2019 (the “Definitive Business Integration Agreement”), and have decided, respectively, that SoftBank and NAVER or its wholly owned subsidiary will jointly implement the Japan and the United States (the “U.S.”) Tender Offers for acquiring all of the Target Company Share Certificates (excluding the NAVER-owned Target Company Share Certificates and the treasury shares owned by the Target Company), as part of a series of transactions to realize the Business Integration, subject to the Conditions Precedent (defined in “(1) Overview of the Tender Offer” in “1 Purpose of Purchase” in Attachment A) being satisfied.

As SoftBank and NAVER J. Hub Corporation, NAVER’s wholly owned subsidiary, confirmed today, given that the procedures and measures necessary under the competition laws of the U.S., Taiwan, and South Korea have been completed and the procedures and measures necessary under the competition laws of Japan are expected to be completed by the date immediately before the expiration date of the purchase period of the Tender Offer, that all of the Conditions Precedent have been completed and satisfied, except for the condition to commencement of the Japan and U.S. Tender Offers that the Clearance Procedures (defined in “(1) Overview of the Tender Offer” in “1 Purpose of Purchase” in Attachment A) which are necessary for the implementation of the Delisting Procedures (as defined in “③Process and Reasons for the Decision that led to the Target Company’s Approval of the Tender Offer” in “(2) Background, Purpose and Decision-making Process of the Decision to Implement the Tender Offer, and the Management Policy after the Tender Offer” in Attachment A) have been completed, and that such condition to commencement of the Japan and U.S. Tender Offers has been waived by all the parties to the Definitive Business Integration Agreement, SoftBank and NAVER J. Hub Corporation have decided today to commence tender offers in Japan and the U.S. Please see Attachment A for details.

In addition, for the Business Integration, the abovementioned four companies concluded a business alliance memorandum of understanding in regard to the business alliance described in “2. Details of the Business Alliance” in Attachment B, 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. Please see Attachment B for details.

Outline of SoftBank Corp.

Address1-9-1 Higashi-shimbashi, Minato-ku, Tokyo
Name and title of representativesKen Miyauchi, Representative Director, President & CEO
Nature of businessProvision of mobile communications services, sale of mobile devices, provision of fixed-line telecommunications and ISP services
Share capital204,309 million yen (as of March 31, 2020)

Outline of Z Holdings Corporation

AddressKioi Tower, 1-3 Kioicho, Chiyoda-ku, Tokyo
Name and title of representativesKentaro Kawabe, President and Representative Director
Nature of businessHolding company
Share capital237,422 million yen (as of March 31, 2020)
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