LINE Corporation (TSE:3938) entered into an agreement to acquire Shiodome Z Holdings Co., Ltd. from SoftBank Corp. (TSE:9434) for approximately ¥970 billion on December 23, 2020. Under the term, LINE will issue 180.88 million new shares to acquire Shiodome Z Holdings. The deal will be carried out through an absorption-type merger in which LINE Corporation will be the surviving corporation and Shiodome Z Holdings will be the absorbed company. LINE Corporation plans to conduct a share consolidation in which 29.17 million shares will be consolidated into one share. After the share consolidation takes effect and by the day before the settlement commencement date of the tender offer for Z Holdings Corporation shares a share split with the same share split ratio as the ratio for the share consolidation, and a shareholding adjustment transaction to make the ratio of voting rights in LINE Corporation held by SoftBank and the NAVER Parties be 50:50 immediately after the absorption-type merger takes effect, are scheduled to be carried out. Accordingly, the merger consideration of 180.88 million common shares of LINE Corporation is based on the assumption that the share consolidation, the share split and the shareholding adjustment transaction will be carried out. LINE Corporation will become a consolidated subsidiary of SoftBank after the series of transactions contemplated above have been carried out.
As of March 31, 2020, Shiodome Z Holdings reported total assets of ¥740.75 billion and revenue of ¥0 million. The transaction is subject to LINE's shareholder approval in the general shareholder meeting on February 2021. The merger will take effect subject to conditions such as the completion of the settlement of the tender offer for Z Holdings Corporation which will be carried out by LINE Corporation. The transaction is expected to close on February 26, 2021.
LINE Corporation (TSE:3938) completed the acquisition of Shiodome Z Holdings Co., Ltd. from SoftBank Corp. (TSE:9434) on February 26, 2021.