SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Rule 13e-100)
(Amendment No. 10)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
LINE CORPORATION
(Name of the Issuer)
| LINE CORPORATION | NAVER CORPORATION NAVER J. HUB CORPORATION |
SOFTBANK CORP. |
(Name of Persons Filing Statement)
Shares of common stock, no par value (“Common Shares”)
American Depositary Shares, each representing one Common Share (“ADSs”)
(Title of Classes of Securities)
ISIN JP3966750006 (Common Shares)
CUSIP 53567X101 (ADSs)
(CUSIP Number of Class of Securities)
| LINE Corporation JR Shinjuku Miraina Tower, 23rd Floor 4-1-6 Shinjuku Shinjuku-ku, Tokyo, 160-0022, Japan Phone Number: +81-3-4316-2050 Attention: Mr. Satoshi Yano |
c/o NAVER Corporation 6, Buljeong-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea Phone Number: +82-1588-3830 Attention: Mr. Jemin Ryoo |
SoftBank Corp. 1-9-1 Higashi-shimbashi Tokyo Shiodome Bldg. Minato-ku, Tokyo, Japan Phone Number: +81-3-6889-2000 Attention: Mr. Hideyuki Sato |
(Name, Address and Telephone Numbers of Person Authorized To Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
| Toshiro Mochizuki, Esq. Shearman & Sterling LLP Fukoku Seimei Building, 9th Floor 2-2-2 Uchisaiwaicho Chiyoda-ku, Tokyo 100-0011, Japan Phone Number: +81-3-5251-1601 |
Paul J. Shim, Esq. Cleary Gottlieb Steen & One Liberty Plaza New York, NY 10006 Phone
Number: |
Sang Jin Han, Esq. Cleary Gottlieb Steen & 19F Ferrum Tower 19, Eulji-ro 5-gil, Jung-gu, Seoul, Korea Phone Number: |
Ian C. Ho, Esq. Simpson Thacher & 35th Floor, ICBC Tower 3 Garden Road, Central, Hong Kong Phone Number: |
This statement is filed in connection with (check the appropriate box):
| a. | ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
| b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
| c. | ☒ | A tender offer. | ||
| d. | ☐ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
|
U.S. $701,797,884.75
|
U.S. $91,093.37
|
| * | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding (i) the product of (x) 11,583,418, the number of Common Shares estimated to be held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended) as of June 30, 2020, which represents the maximum number of Common Shares that can be purchased pursuant to the U.S. Offer to Purchase, multiplied by (y) the offer price of JPY 5,380 per Common Share as converted into U.S. dollars based on an exchange rate of U.S. $1.00 = JPY 105.810, the spot U.S. dollar/Japanese yen exchange rate at 10:00 a.m., Japan Standard Time, on July 27, 2020, as reported by Bloomberg L.P., and (ii) the product of (x) 2,217,917, the number of ADSs outstanding as of the close of business on July 24, 2020, which represents the maximum number of ADSs that can be purchased pursuant to the U.S. Offer to Purchase, multiplied by (y) the offer price of JPY 5,380 per ADS as converted into U.S. dollars based on an exchange rate of U.S. $1.00 = JPY 105.810, the spot U.S. dollar/Japanese yen exchange rate at 10:00 a.m., Japan Standard Time, on July 27, 2020, as reported by Bloomberg L.P. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction valuation by 0.0001298. |
| ☒ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
| Amount Previously Paid: |
U.S. $91,093.37 | |
| Form or Registration No: |
Schedule TO | |
| Filing Party: |
NAVER Corporation | |
| Date Filed: |
May 27, 2020, August 3, 2020 |
Neither the Securities and Exchange Commission nor any state securities commission has: approved or disapproved of the transaction contemplated herein; passed upon the merits or fairness of such transaction; or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
This Amendment No. 10 to Schedule 13E-3 (the “Amendment”) amends and supplements the transaction statement filed as Amendment No. 3 to Schedule 13E-3 on August 3, 2020, as amended and supplemented prior to the date hereof (the “Existing Schedule 13E-3”, and as further amended and supplemented by this Amendment, the “Schedule 13E-3”). This Schedule 13E-3 is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) LINE Corporation, a Japanese corporation (kabushiki kaisha) (“LINE”) listed on the New York Stock Exchange (the “NYSE”) and the First Section of the Tokyo Stock Exchange (the “TSE”) and a consolidated subsidiary of NAVER Corporation, a Korean corporation (jusik hoesa) (“NAVER”) listed on the Korea Exchange, (ii) NAVER, (iii) NAVER J. Hub Corporation, a Japanese corporation (kabushiki kaisha) and a direct wholly owned subsidiary of NAVER (“NAVER Purchaser”), and (iv) SoftBank Corp., a Japanese corporation (kabushiki kaisha) (“SoftBank”, and together with NAVER Purchaser, the “Purchasers”) listed on the First Section of the TSE (LINE, NAVER and the Purchasers collectively, the “Filing Persons”, and each, a “Filing Person”). This Schedule 13E-3 relates to the joint offer by NAVER Purchaser and SoftBank to purchase (the “U.S. Offer”):
| (i) | up to 100% of the outstanding shares of common stock, no par value (collectively, the “Common Shares”, and each, a “Common Share”), of LINE that are held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the Exchange Act) (such holders collectively, “U.S. Holders”), and |
| (ii) | up to 100% of the outstanding American Depositary Shares representing Common Shares (collectively, the “ADSs”, and each, an “ADS”), each ADS representing one Common Share, from all holders, wherever located, |
at a purchase price of JPY 5,380 per Common Share and per ADS (which is equivalent to U.S. $51.06 per ADS based on an exchange rate of U.S. $1.00 = JPY 105.365, the spot U.S. dollar/Japanese yen exchange rate at 10:00 a.m., Japan Standard Time, on September 16, 2020, as reported by Bloomberg L.P., rounded to the nearest whole cent), in each case, in cash, without interest, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated August 3, 2020 (the “U.S. Offer to Purchase”), and in the accompanying Common Share Acceptance Letter or the ADS Letter of Transmittal, as applicable.
Simultaneously with the U.S. Offer, the Purchasers made an offer in Japan in accordance with the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended from time to time) to purchase up to 100% of the outstanding Common Shares, options for the purchase of Common Shares (the “Options”) and zero-coupon convertible bonds due 2023 (the “2023 Bonds”) and zero-coupon convertible bonds due 2025 (the “2025 Bonds”, and together with the 2023 Bonds, the “Convertible Bonds”) issued by LINE, from all holders of Common Shares, Options or Convertible Bonds who are not U.S. Holders, subject to certain restrictions (the “Japan Offer”, and together with the U.S. Offer, the “Offers”). The offer for Common Shares in the Japan Offer was for the same price and on substantially the same terms as offered to purchase Common Shares and ADSs in the U.S. Offer.
The Offers were made pursuant to the business integration agreement, dated as of December 23, 2019 (the “Business Integration Agreement”), by and among NAVER, LINE, SoftBank and Z Holdings Corporation (collectively, the “Business Integration Parties”), a Japanese corporation (kabushiki kaisha) listed on the First Section of the TSE and a consolidated subsidiary of SoftBank, and the transaction agreement, dated as of December 23, 2019, by and between NAVER and SoftBank. The Offers expired on September 15, 2020 and the Purchasers completed the settlement of the Offers on September 24, 2020.
Except as otherwise set forth in this Amendment, the information set forth in the Existing Schedule 13E-3 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Existing Schedule 13E-3. All information contained in, or incorporated by reference into, this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person and no Filing Person has produced any disclosure with respect to any other Filing Persons.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Items 6 and 7 are hereby amended and supplemented to include the following:
On November 9, 2020, LINE announced that its board of directors resolved to place on the agenda for the extraordinary general meeting of shareholders that is expected to be convened on December 15, 2020 proposals to conduct a Share Consolidation (as defined below) as well as delete provisions regarding the number of Common Shares constituting one unit and partially amend LINE’s articles of incorporation (such proposals, the “Proposals”).
Under the Business Integration Agreement, the Business Integration Parties agreed that, following the consummation of the Offers, any remaining holders of Common Shares or ADSs will be eliminated by a share consolidation of the Common Shares pursuant to the Business Integration Agreement and the Companies Act of Japan (the “Japan Companies Act”) or other available squeeze-out procedures, with the intended result that, following such procedures and any other adjustment procedures, NAVER and the Purchasers will be the only shareholders of LINE. Subject to the approval of LINE’s shareholders at the extraordinary general meeting of shareholders, the share consolidation (the “Share Consolidation”) will be implemented based on a share consolidation ratio of 29,165,333:1, pursuant to which the number of Common Shares held by shareholders other than NAVER (including Common Shares underlying ADSs) would become a fraction of less than one share. After the Share Consolidation, the Purchasers will receive the number of Common Shares equivalent to the total sum of the fractions of Common Shares in exchange for an amount equal to such total multiplied by the share consolidation ratio of the Share Consolidation multiplied by the offer price for Common Shares in the Offers of JPY 5,380 per Common Share, subject to the permission of a Japanese court in accordance with the procedures stipulated in Article 235 of the Japan Companies Act and other relevant laws and regulations. The holders of Common Shares and ADSs other than NAVER and the Purchasers will receive such amount in proportion to their respective fractional shares (which amount shall be subject to, in the case of ADSs, conversion into U.S. dollars based on the spot U.S. dollar/Japanese yen exchange rate specified by JPMorgan Chase Bank, N.A., in its capacity as the depositary for the ADSs).
If the Proposals are approved, it is expected that the Common Shares will be delisted from the TSE on December 29, 2020. LINE also announced that its board of directors resolved, subject to the Share Consolidation being approved at the extraordinary general meeting of shareholders, to file applications to delist the ADSs from the NYSE, to terminate the registration of the ADSs with the SEC and to terminate or suspend LINE’s periodic disclosure obligations under the Exchange Act. If the Share Consolidation is approved, it is expected that the ADSs will be delisted from the NYSE on or around December 28, 2020 and that LINE’s periodic filing obligations under the Exchange Act will be terminated or suspended, as applicable, in January 2021. As a result of delisting the ADSs from the NYSE and terminating the registration of the ADSs with the SEC, LINE expects to terminate its ADR program as well.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Item 10 is hereby amended and supplemented to include the following:
In the event that any shareholder validly exercises its appraisal rights with respect to any of such shareholder’s eligible Common Shares and such shareholder and LINE do not agree on the value of such Common Shares within 30 calendar days from the effective day of the Share Consolidation, such shareholder or LINE may, within 30 calendar days after the expiration of such period, file a petition with the Tokyo District Court for the determination of the “fair price” of such Common Shares. LINE is also required to make payment of statutory interest on the value of such Common Shares, as determined by the court, accruing from the expiration of the 60-day period from the effective day of the Share Consolidation, but LINE may prepay the amount that it considers to be fair for such Common Shares to such shareholder before the court determines the “fair price,” in which case any interest on the paid amount will not accrue after such prepayment. LINE intends to finance any such prepayments either with the amount received from the Purchasers in exchange for the total sum of the fractions of Common Shares created in the Share Consolidation or from cash on hand.
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ITEM 16. EXHIBITS
Item 16 is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. |
Description | |
| (a)(5)(xxi) | Press Release issued by LINE entitled “Announcement Regarding the Share Consolidation and the Deletion of Provisions Regarding Share Units and the Partial Amendment of the Articles of Incorporation, as well as Filing Applications to Delist the ADSs from the New York Stock Exchange, to Terminate the Registration of the ADSs with the U.S. Securities and Exchange Commission and to Terminate or Suspend the Company’s Periodic Disclosure Obligations Pursuant to the U.S. Securities Exchange Act of 1934,” dated November 9, 2020 (English Translation) (incorporated by reference to the Form 6-K furnished by LINE on November 9, 2020). | |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 9, 2020
| LINE CORPORATION | ||
| By: | /s/ In Joon Hwang | |
| Name: | In Joon Hwang | |
| Title: | Director, Chief Financial Officer | |
| NAVER CORPORATION | ||
| By: | /s/ Seongsook Han | |
| Name: | Seongsook Han | |
| Title: | Chief Executive Officer | |
| NAVER J. HUB CORPORATION | ||
| By: | /s/ Sang-Jin Park | |
| Name: | Sang-Jin Park | |
| Title: | Representative Director | |
| SOFTBANK CORP. | ||
| By: | /s/ Yutaka Uemura | |
| Name: | Yutaka Uemura | |
| Title: | Vice President, Corporate Planning | |