UNITED STATES
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 2020
Commission File Number: 001-37821
LINE Corporation
(Translation of registrant’s name into English)
JR Shinjuku Miraina Tower, 23rd Floor
4-1-6 Shinjuku
Shinjuku-ku, Tokyo, 160-0022, 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 3, 2020 | By: /s/ In Joon Hwang | |
(Signature) | ||
Name: In Joon Hwang | ||
Title: Director and Chief Financial Officer |
[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. dl_IR@navercorp.com) |
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 and CEO: Han Seong Sook) (hereinafter, simply the “Four Companies”) hereby announce that today,
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the Four Companies concluded a business alliance memorandum of understanding (the “Business Alliance MOU”) in regard to the business alliance described in “2. Details of the Business Alliance” below, for the business integration of ZHD and LINE (the “Business Integration”) which was announced in the “Announcement Regarding Definitive Agreement on Business Integration” on December 23, 2019 by ZHD and LINE, and the “Notice Concerning Entry into a Definitive Agreement Relating to the Business Integration of Z Holdings Corporation (Securities Code: 4689) and LINE Corporation (Securities Code: 3938)” on the same date by SoftBank and LINE, respectively (collectively the “Business Integration Press Releases of December 23, 2019”), 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.
1. Reason for the Business Alliance
As announced in the Business Integration Press Release on December 23, 2019, the Four Companies entered into a business integration agreement, which is the definitive agreement related to the Business Integration (the “Definitive Integration Agreement”) on December 23, 2019.
As part of the Business Integration, the Four Companies concluded the Business Alliance MOU and are starting discussions, etc., so that on or after the date upon which all required consents have been obtained from the Fair Trade Commission for the implementation of the Business Integration pursuant to the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and all related guidelines (collectively, the “Antimonopoly Laws”) and from the relevant authorities under applicable foreign competition laws, they will, from such date until the completion of the Business Integration, to the extent relating to the Business Integration, and within with the scope and the methods permitted under the Business Integration Agreement, with respect to the businesses which the Four Companies that are parties to the Business Alliance MOU and their group companies (referring to, with respect to a person, the group of companies comprised of such person and its subsidiaries) (each, a “Business Alliance MOU Party Group”) conduct in Japan, engage in the business alliance for the purpose of conducting joint business activities.
2. Content of the Business Alliance
In summary, the Four Companies agree under the Business Alliance MOU that conditioned upon having obtained all required consents from the Fair Trade Commission for the implementation of the Business Integration pursuant to the Antimonopoly Laws and from the relevant authorities under applicable foreign competition laws, and limited to the extent relating to the Business Integration, and limited to within the scope and the methods permitted under the Business Integration Agreement, until the Business Integration is completed through effectiveness of the share exchange between ZHD and the LINE Demerger Preparatory Company, within Japan they will (i) conduct information sharing, review, verification testing and discussions for the purpose of implementing the business alliance to engage in joint business activities with respect to items set out below relating to the businesses which one or more of the Business Alliance MOU Party Groups conduct (the “Business Alliance”), and (ii) if parties separately agree on the specific implementation of any joint business activities, the Business Alliance shall be carried out in accordance with such separate agreement. Any disclosure required by the relevant Business Alliance MOU Party Group under laws and regulations in regard to the implementation of the Business Alliance will be made in a timely manner.
(1) | Organizational restructuring among the Business Alliance MOU Party Groups (excluding those that separately require notice for a business combination review under the Antimonopoly Laws and applicable competition laws and other applicable laws of each relevant country) and organizational restructuring internally within the Business Alliance MOU Party Groups |
(2) | Shared recruitment activities, transfers of human resources (including the transfers of human resources involving the merger and dissolution of departments) and personnel exchanges among the Business Alliance MOU Party Groups |
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(3) | Implementation of joint development and technical cooperation |
(4) | Implementation of joint sales, promotions and campaigns |
(5) | Mutual utilization of sales networks and referrals of customers |
(6) | Standardization of points and ecosystems |
(7) | Mutual utilization of data and user consent acquisitions (including required revisions of the privacy policy resulting therefrom, etc.) |
(8) | Linkage of IDs and services of LINE and Yahoo Japan Corporation, which is the wholly-owned subsidiary of ZHD |
(9) | Shared procurement of hardware, software, content and infrastructure |
(10) | Joint consultation and negotiation with stakeholders |
(11) | Having discussions on strategy, creating a business plan and conducting a presentation on integrated strategy |
(12) | Shared operational management |
(13) | Shared usage of information systems and back office functions |
(14) | Establishment of, and decision making by, the product committee |
(15) | Making decisions on consolidation of and discontinuing services and products and role-sharing arrangements regarding services and products, and implementation thereof |
(16) | In addition, any other joint business activities on which the Business Alliance MOU Parties that will implement such joint business activities separately agree, including but not limited to organizational restructuring, human resources, development, sales, sharing and utilization of data, linkage of services or operations among the Business Alliance MOU Party Groups and procurement |
3. | Parties to the Business Alliance |
① | ZHD |
(1) | Company name | Z Holdings Corporation |
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(2) | Address | 1-3 Kioicho, Chiyoda-ku, Tokyo, Japan |
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(3) | Title and name of representative | President and Representative Director Kentaro Kawabe |
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(4) | Lines of business | Holding Company |
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(5) | Capital | 237,422 million yen |
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(6) | Founded | January 31, 1996 |
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(7) | Main shareholders and percentage of shareholdings (as of March 31, 2020) | Shiodome Z Holdings GK | 44.6 | % | ||||||||||
The Master Trust Bank of Japan, Ltd. (trust account) | 4.1 | % | ||||||||||||
JP Morgan Chase Bank 385632 | 4.1 | % | ||||||||||||
Japan Trustee Services Bank, Ltd. (trust account) | 3.5 | % | ||||||||||||
State Street Bank and Trust Company 505325 | 2.9 | % | ||||||||||||
BNYM as AGT/CLTS Non Treaty JASDEC | 1.6 | % | ||||||||||||
MLI for Client General Omni Non Collateral Non Treaty-PB | 1.4 | % | ||||||||||||
Japan Trustee Services Bank, Ltd. (trust account 5) | 1.2 | % | ||||||||||||
SSBTC Client Omnibus Account | 1.1 | % | ||||||||||||
JP Morgan Chase Bank 385151 | 1.0 | % |
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(8) | Relationships of the parties | Relationship with SoftBank |
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Capital relationship | SoftBank is the indirect parent company of ZHD, holding 44.6% of its voting rights through ZHD’s parent company, Shiodome Z Holdings GK. |
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Personal relationship | Among the ZHD directors, representative director Kentaro Kawabe is also a director of SoftBank, director Masayoshi Son is also the chairman of the board of directors of SoftBank, director Ken Miyauchi is also the representative director of SoftBank, director Kazuhiko Fujihara is also a director of SoftBank, and director Taku Oketani is also an executive officer of SoftBank. |
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Commercial relationship | ZHD and SoftBank have commercial relationships with respect to advertising placement, use of communication services, point campaign, etc. |
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Whether considered a related party | SoftBank is a related party of ZHD. |
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Relationship with NAVER |
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Capital relationship | Nothing to report |
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Personal relationship | Nothing to report |
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Commercial relationship | Nothing to report |
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Whether considered a related party | Not applicable |
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Relationship with LINE |
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Capital relationship | Nothing to report |
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Personal relationship | Nothing to report |
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Commercial relationship | Nothing to report |
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Whether considered a related party | Not applicable |
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(9) | Consolidated earnings and financial position over the past 3 years |
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Fiscal year | FY3/ 2018 | FY3/ 2019 | FY3/ 2020 | |||||||
Total capital | ¥1,121,887 million | ¥910,523 million | ¥ | 1,047,823 million | ||||||
Total assets | ¥2,516,633 million | ¥2,429,601 million | ¥ | 3,933,910 million | ||||||
Equity attributable to parent company owners per share | ¥177.97 | ¥160.96 | ¥ | 162.01 | ||||||
Sales revenue | ¥897,185 million | ¥954,714 million | ¥ | 1,052,943 million | ||||||
Operating profit | ¥185,810 million | ¥140,528 million | ¥ | 152,276 million | ||||||
Profit before taxes | ¥193,177 million | ¥123,370 million | ¥ | 135,676 million | ||||||
Net profit attributable to parent company owners | ¥131,153 million | ¥78,677 million | ¥ | 81,675 million | ||||||
Basic net profit per share | ¥23.04 | ¥14.74 | ¥ | 16.88 | ||||||
Dividend per share | ¥8.86 | ¥8.86 | ¥ | 8.86 |
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② | LINE |
(1) | Company name | LINE Corporation | ||||||
(2) | Address | 1-6 Shinjuku 4-chome, Shinjuku-ku, Tokyo, Japan | ||||||
(3) | Title and name of representative | President and Representative Director Takeshi Idezawa | ||||||
(4) | Lines of business | Advertising service based on the mobile messenger application “LINE,” core businesses include the sales of stamps and game services, and strategic businesses including Fintech, AI and commerce services. | ||||||
(5) | Capital (as of June 30, 2020) | 97,284 million yen | ||||||
(6) | Founded | September 4, 2000 | ||||||
(7) | Main shareholders and percentage of shareholdings (as of June 30, 2020) | NAVER Corporation | 72.45% | |||||
UBS AG London A/C IPB Segregated Client | 2.80% | |||||||
Shin Jung Ho | 1.97% | |||||||
(8) | Relationships of the parties | Relationship with SoftBank | ||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | LINE and SoftBank have commercial relationships with use of communication services, etc. | |||||||
Whether considered a related party | Not applicable | |||||||
Relationship with NAVER | ||||||||
Capital relationship | NAVER is LINE’s parent company, holding 174,992,000 shares (72.45% of LINE’s 241,544,142 total shares outstanding as of June 30, 2020). | |||||||
NAVER also holds a portion of LINE’s bonds with share acquisition rights. | ||||||||
Personal relationship | Hae Jin Lee, who is an executive officer of NAVER, is also LINE’s chairman of the board of directors. | |||||||
Commercial relationship | LINE and NAVER have commercial relationships with respect to advertising placement, etc. | |||||||
Whether considered a related party | NAVER is the parent company of LINE. | |||||||
Relationship with ZHD | ||||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | Nothing to report |
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Whether considered a related party | Not applicable |
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(9) | Consolidated earnings and financial position over the past 3 years |
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Fiscal year | FY12/ 2017 | FY12/ 2018 | FY12/ 2019 | |||||||
Total capital | ¥189,977 million | ¥208,514 million | ¥ | 174,663 million | ||||||
Total assets | ¥303,439 million | ¥486,587 million | ¥ | 541,352 million | ||||||
Equity attributable to parent company owners per share | ¥779.30 | ¥833.87 | ¥ | 659.96 | ||||||
Sales revenue | ¥167,147 million | ¥207,182 million | ¥ | 227,485 million | ||||||
Operating profit (D means loss) | ¥25,078 million | ¥16,110 million | D | ¥38,997 million | ||||||
Net profit attributable to parent company owners (D mean loss) | ¥8,078 million | D¥3,718 million | D | ¥46,888 million | ||||||
Basic net profit per share (D mean loss) | 36.5 6 | D15.62 | D | 196.07 | ||||||
Dividend per share | — | — | — |
③ | SoftBank |
(1) | Company name | SoftBank Corp. |
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(2) | Address | 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo, Japan |
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(3) | Title and name of representative | Ken Miyauchi, Representative Director, President & CEO |
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(4) | Lines of business | Provision of mobile communication services, sale of mobile devices, provision of fixed line communication services, provision of internet connection services |
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(5) | Capital | ¥204,309 million |
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(6) | Founded | December 9, 1986 |
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(7) | Main shareholders and percentage of shareholdings (as of March 31, 2020) (Note 1) (Note 2) | SoftBank Group Japan Corporation | 62.07 | % | ||||
The Master Trust Bank of Japan, Ltd. (trust account) | 2.25 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account) | 1.54 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account 5) | 0.77 | % | ||||||
State Street Bank West Client-Treaty 505234 | 0.57 | % | ||||||
State Street Bank And Trust Company 505103 | 0.51 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account 1) | 0.39 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account 2) | 0.36 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account 6) | 0.31 | % | ||||||
Japan Trustee Services Bank, Ltd. (trust account 9) | 0.31 | % |
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(8) | Relationships of the parties | Relationship with NAVER | ||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | Nothing to report | |||||||
Whether considered a related party | Not applicable | |||||||
Relationship with ZHD | ||||||||
Capital relationship | SoftBank holds 2,125,366,950 shares (44.63% of ZHD’s 4,762,446,465 total shares outstanding (excluding shares of treasury stock) as of March 31, 2020) through its wholly owned subsidiary, Shiodome Z Holdings GK. | |||||||
Personal relationship | SoftBank’s chairman of the board of directors, Masayoshi Son, and SoftBank directors Ken Miyauchi and Kazuhiko Fujihara are also directors of ZHD. ZHD’s representative director Kentaro Kawabe is also a director of SoftBank. | |||||||
Commercial relationship | ZHD and SoftBank have commercial relationships with respect to advertising placement, use of communication services, point campaign, etc. | |||||||
Whether considered a related party | SoftBank is the parent company of ZHD based on the actual control criteria. | |||||||
Relationship with LINE | ||||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | LINE and SoftBank have commercial relationships with use of communication services, etc. | |||||||
Whether considered a related party | Not applicable |
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(9) | Consolidated earnings and financial position over the past 3 years |
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Fiscal year | FY3/ 2018 | FY3/ 2019 (note 3) | FY3/ 2020 | |||||||||||
Total capital | ¥885,260 million | ¥2,022,567 million | ¥1,707,564 million | |||||||||||
Total assets | ¥5,305,567 million | ¥8,036,328 million | ¥9,792,258 million | |||||||||||
Equity attributable to parent company owners per share | ¥187.94 | ¥312.95 | ¥211.03 | |||||||||||
Sales revenue | ¥3,582,635 million | ¥4,656,815 million | ¥4,861,247 million | |||||||||||
Operating profit | ¥637,933 million | ¥818,188 million | ¥911,725 million | |||||||||||
Profit before taxes | ¥597,554 million | ¥746,113 million | ¥811,195 million | |||||||||||
Net profit attributable to parent company owners | ¥400,749 million | ¥462,455 million | ¥473,135 million | |||||||||||
Basic net profit per share attributed for parent company owners | ¥97.64 | ¥96.60 | ¥99.27 | |||||||||||
Dividend per share | ¥181.43 | ¥37.50 | ¥85.00 |
(Note 1) Shareholding percentages do not include the 46,000,000 shares of treasury stock retained by SoftBank (as of March 31, 2020).
(Note 2) The shareholding percentage of SoftBank Group Japan Corporation set out herein represents the ratio number of shares (2,942,919,470 shares) following the transfer of 240,000,000 SoftBank’s shares by that SoftBank Group Japan Corporation carried out on May 26, 2020 to the number of SoftBank’s total shares outstanding (excluding shares of treasury stock) as of March 31, 2020 (4,741,145,170 shares).
(Note 3) The numerical values for the fiscal year ending March 2019 have been retroactively corrected in line with the transactions under common control (acquisition of ZHD shares) that were carried out during the fiscal year ending on March 31, 2020.
④ | NAVER |
(1) | Company name | NAVER Corporation | ||||||
(2) | Address | Naver Green Factory, 6, Buljeong-Ro, Bundang-Gu, Seongnam-Si, Gyeonggi-Do, 13561, Korea | ||||||
(3) | Title and name of representative | President & CEO Han Seong-sook | ||||||
(4) | Lines of business | Operation of portal site (NAVER), contents business | ||||||
(5) | Capital (as of December 31, 2019) | 16,481 million KRW | ||||||
(6) | Founded | June 2, 1999 | ||||||
(7) | Main shareholders and percentage of shareholdings (as of December 31, 2019) | National Fund Service | 11.52% | |||||
BlackRock Fund Advisors | 5.03% | |||||||
Harris Associates | 5.01% |
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(8) | Relationships of the parties | Relationship with SoftBank | ||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | Nothing to report | |||||||
Whether considered a related party | Nothing to report | |||||||
Relationship with ZHD | ||||||||
Capital relationship | Nothing to report | |||||||
Personal relationship | Nothing to report | |||||||
Commercial relationship | Nothing to report | |||||||
Whether considered a related party | Nothing to report | |||||||
Relationship with LINE | ||||||||
Capital relationship | NAVER is LINE’s parent company, holding 174,992,000 shares (72.45% of LINE’s 241,544,142 total shares outstanding as of June 30, 2020). NAVER also holds a portion of LINE’s bonds with share acquisition rights. | |||||||
Personal relationship | Hae Jin Lee, who is an executive officer of NAVER, is also LINE’s chairman of the board of directors. | |||||||
Commercial relationship | ZHD and NAVER have commercial relationships with respect to advertising placement, etc. | |||||||
Whether considered a related party | NAVER is the parent company of LINE. |
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(9) | Consolidated earnings and financial position over the past 3 years |
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Fiscal year | FY12/ 2017 | FY12/ 2018 | FY12/ 2019 | |||||||||||
Consolidated net assets | | 5,305,186,234,949 KRW |
| | 5,949,140,513,293 KRW |
| | 6,503,926,068,580 KRW |
| |||||
Consolidated total assets | | 8,019,251,559,914 KRW |
| | 9,881,190,909,324 KRW |
| | 12,299,527,120,786 KRW |
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Consolidated net assets per share | 36,465KRW | 40,682KRW | 44,690KRW | |||||||||||
Consolidated sales revenue | | 4,678,468,928,032 KRW |
| | 5,586,904,533,355 KRW |
| | 6,593,400,065,244 KRW |
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Consolidated operating profit | | 1,179,187,806,331 KRW |
| | 942,532,561,543 KRW |
| | 710,070,173,513 KRW |
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Consolidated ordinary profit | | 1,195,828,988,960 KRW |
| | 1,111,672,274,838 KRW |
| | 866,722,133,963 KRW |
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Net profit attributable to parent company owners | | 772,879,579,921 KRW |
| | 648,812,902,730 KRW |
| | 583,051,904,649 KRW |
| |||||
Consolidated net profit per share | 5,293KRW | 4,294KRW | 2,727KRW | |||||||||||
Dividend per share | 289KRW | 314KRW | 376KRW |
4. | Schedule |
(1) Date of SoftBank board resolution | July 20, 2020 | |
(2) Date of ZHD and LINE’s board resolutions | August 3, 2020 (today) | |
(3) Date of NAVER CEO approval | August 3, 2020 (today) | |
(4) Execution of Business Alliance Agreement | August 3, 2020 (today) |
The commencement of this Business Alliance is conditioned upon obtaining all required consents and approvals from the Fair Trade Commission under Antimonopoly Laws and from the relevant authorities under applicable foreign competition laws with respect to the Business Integration.
5. | Future Outlook |
The effect of this Business Alliance on the performance of ZHD during the fiscal year ending March 2021, the performance of LINE during the fiscal year ending December 2020, and the performance of SoftBank during the fiscal year ending March 2021 is undetermined. We note it is thought that in the medium- to long-term it will contribute to the increase of the Four Companies’ corporate value. Going forward we will promptly disclose any event that could change the earnings forecast.
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