Report of Foreign Issuer (6-k)
October 13 2016 - 6:12AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2016
Commission File Number: 001-37821
LINE
Corporation
(Translation of registrants name into English)
Shibuya Hikarie, 27th Floor
21-1 Shibuya 2-chome
Shibuya-ku, Tokyo 150-8510, Japan
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
X
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LINE Corporation
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(Registrant)
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Date: October 13, 2016
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By: /s/ In Joon Hwang
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(Signature)
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Name: In Joon Hwang
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Title: Director and Chief Financial Officer
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October 13, 2016
Company: LINE Corporation
Representative: Takeshi Idezawa, CEO
Stock Code: 3938 (First section of the Tokyo Stock Exchange)
Notice Regarding Acquisition of Shares in Yume no Machi Souzou Iinkai Co., Ltd. (Stock Code: 2484)
LINE Corporation (Headquarters: Shibuya-ku, Tokyo, Japan; President & CEO: Takeshi Idezawa; hereinafter the Company)
announces that on October 13, 2016 it entered into an ordinary share transfer agreement (the Share Acquisition) with the existing shareholders of Yume no Machi Souzou Iinkai Co., Ltd. (Headquarters: Osaka-shi, Osaka, Japan;
President & CEO: Rie Nakamura; hereinafter Yume no Machi Souzou Iinkai), operator of delivery portal site Demae-Can. In connection with the Share Acquisition, the Company and Yume no Machi Souzou Iinkai have also entered into an
agreement for the strengthening of their business alliance.
1. Reasons for the Share Acquisition
Under its corporate mission CLOSING THE DISTANCE, the Company actively engages in various initiatives to strengthen its ties with
other businesses and service providers as it strives to bring people closer to a wide variety of information, services and products. To achieve this mission, the Company is striving to create a Smart Portal that seamlessly connects
people to people as well as to the information, services, companies and brands they needboth online and offline24 hours a day, 365 days a year, with the LINE app acting as the gateway.
Meanwhile, the main line of business for Yume no Machi Souzou Iinkai is the delivery portal site Demae-Can, which, since its launch in 2000,
has grown to become one of Japans largest domestic delivery portal sites, currently with more than 13,600 member merchants and 8.3 million individual account holders.
The Company formed a business alliance with Yume no Machi Souzou Iinkai on May 23, 2016. As a strategic partner, Yume no Machi Souzou
Iinkai is participating in the Companys Official Web App initiative and planning various other initiatives with the Company.
By
forging this capital alliance the Company seeks to further strengthen its relationship with Yume no Machi Souzou Iinkai and to commence a full-fledged entry into the O2O (online-to-offline) and delivery fields, which are critical areas for the
realization of a Smart Portal that the Company envisions. Furthermore, the Company believes that by combining Yume no Machi Souzou Iinkais delivery service know-how and merchant network with the Companys domestic user base of
62 million MAUs (Monthly Active Users) and expertise in the development of smartphone-based services, they will be able to provide a more convenient delivery service to both companies users as they aim to become a leader in the
smartphone-based delivery service market. The Company is also planning to develop a delivery order service on LINE utilizing push notifications in the future.
2. Overview of the Share Acquisition
The
Company plans to acquire a total of 2,220,000 Yume no Machi Souzou Iinkai shares from existing shareholders. Through the Share Acquisition, the Company expects to gain 20.0% of all shares (including treasury stocks) issued by Yume no Machi Souzou
Iinkai and become the largest shareholder of Yume no Machi Souzou Iinkai, upon which Yume no Machi Souzou Iinkai will become an equity method affiliate of the Company.
The Share Acquisition qualifies as an act of purchase specified by Cabinet Order as being equivalent to a tender offer, as
prescribed in Article 167 of the Financial Instruments and Exchange Act and Article 31 of the Order for Enforcement of the Financial Instruments and Exchange Act. Accordingly, disclosure is legally required in Japan.
3. Overview of Share Issuer
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(1) Company
name
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Yume no Machi Souzou Iinkai Co.,
Ltd.
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(2) Location
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(Osaka Headquarters) Midosuji Daiwa
Building 8F, 3-6-8 Kyutaromachi, Chuo-ku, Osaka, Osaka Prefecture
(Tokyo Headquarters)
Marunouchi Trust Tower North 15F, 1-8-1 Marunouchi, Chiyoda-ku, Tokyo
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(3)
Representative, Title
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Rie Nakamura, President &
CEO
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(4) Business
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Operation of delivery portal site
Demae-Can
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(5) Total
capitalization
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1,113,300,000 yen (As of August 31,
2016)
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(6)
Established
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September 9, 1999
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(7) Number of
total shares issued
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As of September 30, 2016:
11,097,600 shares (includes 1,024,400 treasury shares)
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(8) Major
shareholders and ownership percentage
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Rie Nakamura (12.9%)
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(9)
Relationship between the Company and Yume no Machi Souzou Iinkai
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Capital
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Not applicable.
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Personnel
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Not applicable.
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Business
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Concluded a business alliance agreement on May 23, 2016.
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(10) Consolidated operating results and consolidated financial position for most recent 3 years
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Fiscal year
ended
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August 31, 2013
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August 31, 2014
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August 31, 2015
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Consolidated net
assets
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1.986 billion yen
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2.021 billion yen
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2.145 billion yen
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Consolidated
total assets
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2.962 billion yen
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3.007 billion yen
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3.107 billion yen
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Consolidated net
assets per share
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207.14 yen
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203.32 yen
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212.25 yen
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Consolidated
revenue
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2.086 billion yen
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3.558 billion yen
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3.661 billion yen
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Consolidated
operating profit
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278 million yen
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361 million yen
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546 million yen
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Consolidated
ordinary profit
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274 million yen
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365 million yen
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541 million yen
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Yearly net profit
attributable to parent company shareholders
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96 million yen
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167 million yen
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96 million yen
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Consolidated
yearly net profit per share
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9.39 yen
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17.13 yen
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9.67 yen
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Dividend per
share
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8.00 yen
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5.00 yen
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7.00 yen
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Note 1. Yume no Machi Souzou Iinkai conducted a stock split on March 1, 2013 at a ratio of 100 ordinary shares for each
ordinary share and a subsequent stock split on April 19, 2014 at a ratio of two ordinary shares for each ordinary share. Figures for the consolidated net assets per share and consolidated yearly net profit per share for the fiscal year ended
August 31, 2013 have been calculated assuming these stock splits were conducted at the beginning of the fiscal year ended August 31, 2013.
Note
2. Yume no Machi Souzou Iinkai conducted a stock split on April 19, 2014 at a ratio of two ordinary shares for each ordinary share. Dividend per share for the fiscal year ended August 31, 2013 is the actual dividend amount declared prior
to this stock split.
4. Overview of the selling shareholders in the Share Acquisition
This information has been omitted in accordance with the request of the selling shareholders of Yume no Machi Souzou Iinkai. There is no significant capital,
personnel or business relationship between the Company and the respective selling shareholders.
5. Number of Acquired Shares, Acquisition Price and Shareholding Status Before and After Acquisition
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(1) Shares of Yume no Machi Souzou Iinkai owned
prior to transfer
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0 shares
(Number of shares with voting rights: 0)
(Percentage of stock
ownership: 0.0%)
(Percentage of voting rights ownership: 0.0%)
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(2) Acquired shares (Expected)
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2,220,000 shares
(Number of shares with voting rights: 2,220,000)
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(3) Acquisition price (Expected)
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Approximately 4.0 billion yen
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(4) Shares owned after transfer (Expected)
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2,220,000 shares
(Number of shares with voting rights: 2,220,000)
(Percentage of
stock ownership: 20.0%)
(Percentage of voting rights ownership: 22.03%)
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6. Timeline
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(1) Signing of the Agreement
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October 13, 2016
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(2) Expected closing date (Execution of share
transfer)
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October 2016 (tentative)
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7. Future forecast
The impact of the Share Acquisition on the Companys consolidated results for the current term is not expected to be material.
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