NAVER in Joint Venture With SoftBank

November 18, 2019

Cleary Gottlieb is representing NAVER Corporation (NAVER), the parent company of LINE Corporation (LINE), in a proposed series of transactions that would result in a private joint venture company owned 50:50 by NAVER and SoftBank Corp. (SoftBank), holding a controlling stake in Z Holdings Corporation (Z Holdings), a Tokyo Stock Exchange-listed holding company that would own the current business operations of LINE and Z Holdings.

As the first step of the proposed transactions, NAVER and SoftBank have proposed to acquire all of the outstanding common shares and American depositary shares (ADSs), each representing one common share, and other securities of LINE (excluding those owned by NAVER) for ¥5,200 per share in a joint tender offer followed by a minority squeeze-out. If completed, LINE will become a private company, and its common shares and ADSs will be delisted from the Tokyo Stock Exchange and the New York Stock Exchange, respectively.

The parties entered into nonbinding memoranda of understanding in connection with the proposed transactions on November 18, 2019. The parties will continue negotiations with a tentative target to enter into definitive agreements in December 2019.

NAVER is a leading online services provider headquartered in Korea, best known for the country’s most widely used web search engine and portal with 30 million daily mobile unique visitors.

LINE, based in Japan, is the provider of a global platform for mobile messaging and communication services, content distribution, and life and financial services.

SoftBank, a subsidiary of SoftBank Group Corp., is a provider of telecommunications services in Japan serving more than 44 million mobile consumer and enterprise subscribers in Japan.

Z Holdings, a subsidiary of SoftBank, operates Yahoo Japan, the largest portal site in Japan; Yahoo Shopping and ZoZo, providers of the largest e-commerce platform in Japan; and Japan Net Bank, a provider of financial services.