Schedule 13E-3/A

SC 13E3/A 1 d78551dsc13e3a.htm SCHEDULE 13E-3/A Schedule 13E-3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3/A

(Rule 13e-100)

(Amendment No. 13)

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 &
Hamilton LLP

One Liberty Plaza

New York, NY 10006

Phone Number:
212-225-2000

Sang Jin Han, Esq.

Cleary Gottlieb Steen &
Hamilton LLP

19F Ferrum Tower

19, Eulji-ro 5-gil,

Jung-gu, Seoul, Korea

Phone Number:
+82-2-6353-8030

Ian C. Ho, Esq.

Simpson Thacher &
Bartlett

35th Floor, ICBC Tower

3 Garden Road, Central,

Hong Kong

Phone Number:
+852-2514-7600

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. 13 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 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 (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.

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 December 28, 2020, LINE announced that, as the Share Consolidation (as defined below) was approved at the extraordinary general meeting of LINE’s shareholders held on December 15, 2020 (the “Shareholders’ Meeting”), the Common Shares will be delisted from the TSE on December 29, 2020 (Japan Standard Time). LINE also announced that, pursuant to its application to delist the ADSs from the NYSE that was filed on December 17, 2020, it expects the ADSs to be delisted as of December 28, 2020 (New York City time). In connection with delisting the ADSs from the NYSE, the Deposit Agreement, dated as of July 14, 2016, by and among LINE, JPMorgan Chase Bank, N.A., as the ADS depositary (the “ADS Depositary”), and all holders from time to time of ADSs issued thereunder, will be terminated at the close of business on December 28, 2020 (New York City time). The ADS Depositary will close its books for issuances of ADSs effective at the close of business December 28, 2020 (New York City time) and for cancellations of ADSs effective at the close of business December 29, 2020 (New York City time).

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. As approved at the Shareholders’ Meeting, 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 of LINE immediately prior to the effectiveness of the Share Consolidation 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 that were created as a result of the Share Consolidation 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 immediately prior to the effectiveness of the Share Consolidation, other than the Purchasers, will receive such amount in proportion to the respective fractional shares relating to the Common Shares or ADSs that such holders held immediately prior to the effectiveness of the Share Consolidation (which amount shall, in the case of ADSs, be subject to conversion into U.S. dollars based on the spot U.S. dollar/Japanese yen exchange rate specified by the ADS Depositary, and be less the amount of any fees (including any currency conversion fees), expenses and withholding taxes that may be applicable, including a fee of up to U.S. $5.00 for each 100 ADSs (or portion thereof)). LINE intends to file with the SEC a certification on Form 15 to suspend its reporting obligations under the Exchange Act once the Purchasers have received the total sum of the fractions of Common Shares that were created as a result of the Share Consolidation.

ITEM 16. EXHIBITS

Item 16 is hereby amended and supplemented by adding the following exhibits:


Exhibit No.		Description

(a)(5)(xxv)		Press Release issued by LINE, dated December 28, 2020.

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: December 28, 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