Change in Specified Subsidiary
SoftBank Group Corp. (“SBG”) announces that at the Board of Directors meeting held on September 11, 2025, its subsidiary, LY Corporation (“LY”), has resolved to make an equity method associate of LY, LINE MAN CORPORATION PTE. LTD. (“LMWN”), into a consolidated subsidiary (“Consolidation into a Subsidiary”) through share acquisition, etc. As a result of the share acquisition, etc., based on said resolution, LY will be considered to have substantial control over LMWN. Consequently, LMWN and its subsidiaries, DECACORN CO., LTD. (“DECACORN”) and LINE MAN (THAILAND) COMPANY LIMITED (“LINE MAN TH”), are expected to become subsidiaries of LY. Details are as follows. Please note that LMWN, DECACORN, and LINE MAN TH are expected to be classified as specified subsidiaries of SBG as the amount of the respective companies’ capital will each be equivalent to at least 10% of SBG’s capital.
1. Reason for the changes
LY resolved on this Consolidation into a Subsidiary to further strengthen collaboration with LMWN, an equity method associate of LY that operates businesses such as on-demand services (primarily in food delivery) and digital solutions business for merchants in Thailand. Specifically, the following are scheduled: (i) LY will acquire a portion of LMWN shares held by Apfarm Investment Pte Ltd and Gamnat Pte. Ltd. (collectively, “Apfarm”) through its subsidiary, LINE SOUTHEAST ASIA CORP. PTE. LTD. (“LSEA”); (ii) an amendment to the shareholders’ agreement will be agreed with (“Amendment Agreement”) among LSEA and LMWN’s shareholders, Commercial Alliance L.P., Apfarm, MIRAI FUND LIMITED LIABILITY PARTNERSHIP (“MIRAI Fund”), as well as LMWN, etc., regarding changes to each shareholder’s rights as stipulated in the shareholders’ agreement and (iii) LSEA will receive a comprehensive proxy (the “Proxy”) from MIRAI Fund for the future exercise of voting rights associated with LMWN shares held by MIRAI Fund, and LSEA will be authorized to exercise said voting rights*1. As a result of the foregoing, LY is deemed to have substantial control over LMWN, and LMWN is expected to become a subsidiary of LY. Consequently, DECACORN and LINE MAN TH, subsidiaries of LMWN, are also expected to become LY’s subsidiaries. Since the capital of LMWN, DECACORN, and LINE MAN TH will each be equivalent to at least 10% of SBG’s capital, these companies are expected to be classified as specified subsidiaries of SBG. (Note 1)
(*1) The delegation and acceptance of exercising voting rights for LMWN shares to LSEA will be subject not only to the submission of this Proxy but also to the resolution by LMWN’s Board of Directors (the “LMWN Board Resolution”), which is expected to be obtained by the end of September 2025.
2. Overview of the companies subject to the changes
a) LINE MAN CORPORATION PTE. LTD.
| (1) Name | LINE MAN CORPORATION PTE. LTD. | ||
|---|---|---|---|
| (2) Location | 10 Collyer Quay #10-01 Ocean Financial Centre, Singapore 049315 | ||
| (3) Title and name of representative | Yod Chinsupakul, CEO and Director | ||
| (4) Description of business | Operation of on-demand services (primarily in food delivery) and digital solutions business for merchants in Thailand, and management of group companies | ||
| (5) Capital amount | JPY 70,146 million*4 | ||
| (6) Date of incorporation | August 27, 2019 | ||
| (7) Major shareholders and shareholding ratio (As of July 10, 2025) | LSEA 40.7% Commercial Alliance L.P. 22.2% Apfarm 11.3% | ||
| (8) Relationship between SBG and said company | Capital relationship | LSEA and LINE Ventures Global Limited Liability Partnership, which are subsidiaries of LY, together hold 41.8% of the shares of said company. | |
| Personnel relationship | Not applicable. | ||
| Business relationship | Not applicable. | ||
| (9) Consolidated operating results and consolidated financial positions of said company for the last three years | |||
| Fiscal year ended | December 2022*2 | December 2023*3 | December 2024*4 |
| Total equity (JPY million) | 20,840 | 23,255 | 22,163 |
| Total assets (JPY million) | 32,498 | 40,351 | 45,406 |
| Total equity per share (JPY) | 242.12 | 198.90 | 187.81 |
| Revenue (JPY million) | 42,585 | 54,465 | 71,316 |
| Operating profit (loss) (JPY million) | (14,246) | (2,963) | (3,480) |
| Profit (loss) before tax (JPY million) | (14,379) | (2,768) | (3,580) |
| Net profit (loss) attributable to owners of the parent (JPY million) | (14,831) | (2,585) | (3,217) |
| Net profit (loss) per share (JPY) | (172.31) | (22.11) | (27.26) |
| Dividend per share (JPY) | － | － | － |
b) DECACORN CO., LTD.
| (1) Name | DECACORN CO., LTD. | ||
|---|---|---|---|
| (2) Location | 195 One Bangkok Tower 4, Unit No.2501-2514, 25th Floor, Witthayu Road, Lumphini Pathumwan, Bangkok | ||
| (3) Title and Name of Representative | Yod Chinsupakul, Director | ||
| (4) Description of Business | Management of group companies that operate on-demand services (primarily in food delivery), payment and financial services, and digital solutions business for merchants in Thailand | ||
| (5) Capital Amount | JPY 45,323 million*7 | ||
| (6) Date of Incorporation | November 23, 2023 | ||
| (7) Major Shareholders and Shareholding Ratio | LMWN 100% | ||
| (8) Relationship between SBG and said company | Capital relationship | LMWN, an equity method associate of LY, holds 100% of the shares of said company | |
| Personnel relationship | Not applicable. | ||
| Business relationship | Not applicable. | ||
| (9) Operating results and financial positions of said company for the last two years | |||
| Fiscal year ended | December 2023*6 | December 2024*7 | |
| Total equity (JPY million) | 115 | 45,306 | |
| Total assets (JPY million) | 118 | 45,393 | |
| Total equity per share (JPY) | 40.20 | 46.48 | |
| Revenue (JPY million) | 0 | 0 | |
| Operating profit (loss) (JPY million) | (3) | (12) | |
| Profit (loss) before tax (JPY million) | (3) | (13) | |
| Net profit (loss) attributable to owners of the parent (JPY million) | (3) | (13) | |
| Net profit (loss) per share (JPY) | (1.1) | (0.01) | |
| Dividend per share (JPY) | － | － | |
c) LINE MAN (THAILAND) COMPANY LIMITED
| (1) Name | LINE MAN (THAILAND) COMPANY LIMITED | ||
|---|---|---|---|
| (2) Location | 195 One Bangkok Tower 4, Unit No.2411-2412, 24th floor and Unit No. 2501-2514, 25th floor, Witthayu Road, Lumphini, Pathumwan, Bangkok | ||
| (3) Title and Name of Representative | Yod Chinsupakul, Director | ||
| (4) Description of Business | Food delivery business in Thailand | ||
| (5) Capital Amount | JPY 36,709 million*7 | ||
| (6) Date of Incorporation | September 16, 2019 | ||
| (7) Major Shareholders and Shareholding Ratio | DECACORN 100% | ||
| (8) Relationship between SBG and said company | Capital relationship | DECACORN, a subsidiary of LMWN, which is an equity method associate of LY, holds 100% shares of said company | |
| Personnel relationship | Not applicable. | ||
| Business relationship | Not applicable. | ||
| (9) Operating results and financial positions of said company for the last three years | |||
| Fiscal year ended | December 2022*5 | December 2023*6 | December 2024*7 |
| Total equity (JPY million) | (24,331) | (27,271) | 4,162 |
| Total assets (JPY million) | 61,993 | 49,935 | 50,098 |
| Total equity per share (JPY) | (6,082.67) | (3,408.85) | 2.64 |
| Revenue (JPY million) | 29,807 | 47,663 | 76,275 |
| Operating profit (loss) (JPY million) | (9,847) | (68) | (1,266) |
| Profit (loss) before tax (JPY million) | (10,432) | (1,048) | (1,657) |
| Net profit (loss) attributable to owners of the parent (JPY million) | (10,432) | (1,048) | (1,657) |
| Net profit (loss) per share (JPY) | (2,607.96) | (131.03) | (1.05) |
| Dividend per share (JPY) | － | － | － |
(*2) Calculated at the exchange rate of USD 1 = JPY 132.7 (exchange rate as of the end of December 2022).
(*3) Calculated at the exchange rate of USD 1 = JPY 141.82 (exchange rate as of the end of December 2023).
(*4) Calculated at the exchange rate of USD 1 = JPY 158.17 (exchange rate as of the end of December 2024).
(*5) Calculated at the exchange rate of THB 1 = JPY 3.82 (exchange rate as of the end of December 2022).
(*6) Calculated at the exchange rate of THB 1 = JPY 4.13 (exchange rate as of the end of December 2023).
(*7) Calculated at the exchange rate of THB 1 = JPY 4.65 (exchange rate as of the end of December 2024).
3. Overview of the counterparty to the acquisition of shares
Apfarm
| (1) Name | Apfarm Investment Pte Ltd Gamnat Pte. Ltd. | |
|---|---|---|
| (2) Location | 168 Robinson Road, #37-01 Capital Tower, Singapore 068912 | |
| (3) Purpose of establishment | Investment holding companies | |
| (4) Relationship between LY and said fund, etc. | Relationship between LY and said fund | Not applicable. |
| Relationship between LY and general partner | Not applicable. | |
4. Number of shares, etc. held before and after the change*8
| (1) Number of shares held before the change | 50,186,038 shares (Ratio of voting rights: 41.8%*9) | |
|---|---|---|
| (2) Number of shares to be acquired from Apfarm | 9,842,200 shares (Acquisition price: USD 103 million) | |
| (3) Number of shares held after the change | 60,028,238 shares (Ratio of voting rights: 49.9%*9) | |
(*8) In addition to the above, LY plans to carry out the following by approximately the end of December 2025 through LSEA: (i) the additional acquisition of 3,732,460 shares in LMWN from Apfarm for USD 39 million, (ii) the acquisition of 4,780,115 shares in LMWN from Commercial Alliance L.P. for USD 50 million, and (iii) a capital increase in LMWN involving the acquisition of 12,428,298 new shares for USD 130 million. If all of these transactions are completed, SBG is expected to indirectly hold 80,969,111 shares in LMWN, representing 61.1% of voting rights*10. Please note that the timing of these transactions is subject to change depending on the status of approvals and permits from the relevant authorities in Singapore and Thailand.
(*9) Calculated based on the total number of voting rights as of August 7, 2025.
(*10) The figures are calculated based on the total number of voting rights as of August 7, 2025, combined with the voting rights associated with the shares to be issued through the capital increase described in (iii).
5. Schedule for changes
| (1) Date of decision by LY | September 11, 2025 |
|---|---|
| (2) Date of share acquisition from Apfarm | By the end of September 2025*11 |
| (3) Date of Amendment Agreement | By the end of September 2025*11 |
| (4) Date of receipt of Proxy | By the end of September 2025*11 |
| (5) Date of LMWN Board Resolution | By the end of September 2025*11 |
(*11) Subject to change depending on the status of approvals and permits from the relevant authorities in Singapore and Thailand
6. Future outlook
As a result of this Consolidation into a Subsidiary, SBG expects to record a gain on remeasurement relating to business combinations in its consolidated financial results for the fiscal year ending March 2026. The exact amount is currently under review. If any matters requiring disclosure arise in the future, they will be announced promptly.
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