LINE Corporation (NYSE:LN) (TOKYO:3938) (Headquarters:
Shinjuku-ku, Tokyo, Japan; Representative Director and CEO: Takeshi
Idezawa; the “Company”) announced that the Company has decided at
the board of directors meeting held today to establish a new
subsidiary, LINE Friends Japan Corporation (the “New Company”), by
a simplified incorporation-type company split (“the Split”) to
succeed the Company’s LINE Friends Store business.
Since this is a simplified incorporation-type company split
solely involving the Company, certain information is omitted from
this announcement.
1. Purpose of the Company Split
As part of the LINE Group, the LINE Friends Store business has
been operating LINE brand promotion and character marketing using
the Company’s internally developed characters (the rabbit Cony, the
bear Brown and other “LINE characters”), with the goal of further
expanding LINE’s user platform.
To further streamline the operation structure of the LINE
Friends Store business, the Company has decided to convert the
business into a wholly owned subsidiary by means of a company
split. The Company aims to improve the corporate value of the
entire LINE Group by clarifying management responsibilities and
promote faster decision making.
2. Summary of the Company Split
(1) Company Split Schedule
Date of approval of the incorporation-type company split plan:
July 26, 2017
Date of the Company Split: September 1, 2017 (scheduled)
Note: The Split will be performed without the approval of the
approval of the general shareholders’ meeting as it fulfills the
requirements for a simplified split per Article 805 of the
Companies Act.
(2) Method of the Company Split
The method of the contemplated company split is a simplified
incorporation-type company split, with the Company as the company
to be split and the New Company as the newly established
company.
(3) Allotment of Shares Related to the Company Split
The New Company will issue 2,000 shares of common stock to the
Company upon completion of the Split.
(4) Treatment of Stock Acquisition Rights and Bonds with Stock
Acquisition Rights of the splitting company
There will be no changes to the treatment of stock acquisition
rights issued by the Company upon the completion of the Split.
(5) Increase or decrease of share capital upon the Company
Split
There will be no increase or decrease of share capital of the
Company upon the completion of the Split.
(6) Rights and Obligations to be Succeeded to the New
Company
The New Company will succeed to certain rights and obligations
for assets, liabilities, and contractual commitments pertaining to
the LINE Friends Store business.
(7) Expectation of the fulfillment of the Company's
Obligations
The Company and New Company expect that there will be no issues
as to the certainty of fulfilling their respective obligations upon
the completion of the Split.
3. Outline of Companies Involved in the Company Split
Splitting Company
(as of June 30, 2017)
Formed and Successor Company
(Planning to be established September 1,
2017)
(1) Name LINE Corporation
LINE Friends Japan Corporation (2) Location
4-1-6 Shinjuku, Shinjuku-ku Tokyo 4-1-6
Shinjuku, Shinjuku-ku Tokyo (3) Name and title of representative
Takeshi Idezawa, Representative Director and
CEO Seong Hoon Kim, Representative Director
and CEO (4) Business Development of LINE
business and portal business via the LINE mobile messaging app
Manufacturing and sales of official goods
using LINE characters, etc. (5) Total capitalization
79,919 million yen 100 million yen
(scheduled) (6) Date of establishment
September 4, 2000 September 1, 2017
(scheduled) (7) Total number of issued shares
219,407,000 shares 2,000 shares (scheduled)
(8) Fiscal year end December 31
December 31 (9) Major shareholders and ownership percentage
NAVER Corporation: 79.76%
Moxley & Co. LLC: 4.49%
CBHK - Korea Securities Depository -
Samsung: 0.96%
LINE Corporation: 100% (10) Operating results
and financial position of company subject to split for the latest
fiscal year (consolidated) (Unless otherwise specified, the table
is shown in units of million yen) Fiscal year
December 2016 Net assets attributable to
owners of the parent 160,834 Total assets
256,089 Net assets per share (yen)
738.53 Sales revenue 140,704
Operating profit 19,897 Profit before income
taxes 17,990 Profit for the year attributable
to owners of the parent 6,763
Basic profit per share (yen) 34.84
Note: Consolidated financial statements are prepared in
accordance with International Financial Reporting Standards
(“IFRS”).
(11) Outline of Business Division to be Split
(1)Business of Division to be Split
Manufacturing and sales of official goods using LINE Characters,
etc.
(2) Operating Results of Business Division to be Split
Revenue for the year ended December 2016: 1,130,067 thousand
yen
(3) Items and Book Values of Assets and Liabilities to be Split
(As of June 30, 2017)
Asset Liability Item Book
value (thousand yen) Item
Book value (thousand yen) Current assets
1,275,882 Current liabilities
112,857 Fixed assets 211,928
Fixed liabilities 0 Total
1,487,810 Total
112,857
Note: Final figures for the assets/liabilities to be split will
be determined by adjustment of increases and decreases accrued up
to the effective date of the Split.
4. Status after the Company Split
There will be no changes to the Company’s name, location, name
and title of representative, business, capital and fiscal year-end
upon the completion of the Split.
5. Future Outlook
No impact on the Company's consolidated financial results for
the fiscal year ending December 31, 2017 is anticipated as a result
of the completion of the Split.
This is an English translation of the original Japanese-language
document. Should there be any inconsistency between the translation
and the original Japanese text, the latter shall prevail.
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version on businesswire.com: http://www.businesswire.com/news/home/20170726005632/en/
LINE Global PRIcho Saito, 03 4316 2104dl_gpr@linecorp.co
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