SoftBank Corp. and NAVER Corporation completed the acquisition of the remaining 28.7% stake in LINE Corporation from Moxley & Co., Japan Trustee Services Bank, Ltd. and others.
The business integration will be subject to approval by the companies' respective shareholders, regulatory approvals, approval or filing under antitrust or competition laws in various jurisdictions, including under the Act concerning Prohibition of Private Monopoly and Maintenance of Fair Trade of Japan and the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The Board of Directors of Line has unanimously approved the deal. As of March 17, 2020, shareholders of SoftBank approved the transaction. As of August 4, 2020, the Fair Trade Commission of Japan issued a notice stating that it will not issue a cease and desist order against the offer and that, effective immediately, it will terminate the statutory waiting period for the pre-merger filing with the Japan FTC for the transaction, and as of the date, the Japan FTC has not filed a petition for an urgent injunction to a court with respect to the transaction. Accordingly, as of August 4, 2020, all applicable regulatory approvals with respect to the transaction have been obtained. As of August 23, 2020, Metrica Partners Pte., a minority investor of LINE Corporation stated in a statement last week, came out against the offer stating the offer is very low and said it won't tender its shares in LINE Corporation and urged other shareholders to consider following suit. Metrica is willing to exercise its appraisal rights if SoftBank and Naver squeeze out minority shareholders at the current price. Minority stock owners who don't tender their shares can ask the courts to make a judgment on the fair price of an acquisition.
A special committee has been established by Line Corporation. An agreement is expected to be signed in December 2019 and the deal is expected to close by the end of January 2020. The tender offer would aim to start for Line around May or June 2020. As of November 18, 2019, the transaction is expected to complete by October 2020. As of June 30, 2020, parties will announce revised schedule for the implementation of the business integration, including joint offer. The relevant parties will announce a revised schedule for the implementation of the business integration, including the joint tender offer, as soon as it is confirmed. As on August 4, 2020, All Antitrust examinations have been approved. The transaction is expected to complete around March 2021.
Shinko Securities Co., Ltd. and Mizuho Securities Co., Ltd. acted as financial advisors and Nagashima Ohno & Tsunematsu and Takahiro Saito, Katie Sudol and Ian Ho of Simpson Thacher & Bartlett Llp acted as legal advisors and PwC Tax Japan acted as accountant for SoftBank Corp. Deutsche Bank acted as financial advisor and Nishimura & Asahi and Paul J. Shim, Sang Jin Han of Cleary, Gottlieb, Steen & Hamilton LLP acted as legal advisors for NAVER Corporation. JPMorgan Securities Japan Co., Ltd. acted as financial and Masahisa Ikeda, Toshiro Mochizuki and George Karafotias of Shearman & Sterling acted as legal advisors, KPMG Tax Corporation acted as accountant for Line. Anderson Mori & Tomotsune LPC acted as legal advisor and BofA Securities acted as financial advisor for the committee. Mitsubishi UFJ Morgan Stanley Securities acted as a financial advisor, Mori Hamada & Matsumoto acted as legal advisor to Z Holdings. Bradley Faris and Ivan Smallwood of Latham & Watkins LLP acted as the legal advisors in the transaction. Equiniti (US) Services LLC acted as information agent for LINE Corporation. Nomura Securities Co., Ltd. acted as paying agent for SoftBank and NAVER Corporation. Nakamura, Tsunoda & Matsumoto and White & Case acted as legal advisors, Merrill Lynch Japan Securities acted as financial advisor for Line's Special Committee. Nomura acted as a financial advisor to SoftBank. LINE has agreed to pay BofA Securities for its services in connection with the Business Integration an aggregate fee of $1.5 million (¥162.87 million), $250,000 (¥27.15 million) of which was payable upon delivery of its opinion and $1.25 million (¥132.73 million) of which is contingent upon the completion of the offer and the share consolidation. For services rendered in connection with the proposed offer, the share consolidation and the Business Integration, and the delivery of its opinion, LINE has agreed to pay J.P. Morgan a transaction fee of $8 million (¥868.64 million). NAVER agreed to pay Deutsche Bank a fee of $7 million (¥760.06 million).
SoftBank Corp. (TSE:9434) and NAVER Corporation (KOSE:A035420) completed the acquisition of the remaining 28.7% stake in LINE Corporation (TSE:3938) from Moxley & Co., Japan Trustee Services Bank, Ltd. and others on September 15, 2020.