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, Next Library Corporation (the “New Company”), by a
simplified incorporation-type company split (“the Split”) to
succeed the Company’s businesses relating to the NAVER Matome
related business (the “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
The LINE Group operates a user participation-type search service
within Japan called NAVER Matome, which allows general users to
create webpages by compiling images, links, and videos on a
specific topic.
To accelerate the decision-making process and execution thereof
for the Business, the Company has decided to convert the Business
into a wholly owned subsidiary by means of a company split. Through
these means, the Company aims to improve the corporate value of the
entire LINE Group by promoting greater mobility for the Business
and expanding beyond the NAVER Matome service to branch out into
various other user-participation services.
2. Summary of the Company Split
(1) Company Split Schedule
Date of approval of the incorporation-type company split plan:
September 29, 2017Date of the Company Split: November 8, 2017
(scheduled)Note: The Split will be performed without 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 10,000 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 (excluding
employment contracts) pertaining to the 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 November 8, 2017)
(1) Name LINE Corporation Next Library 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 Takeshi Shimamura, Representative
Director and CEO (4) Business Development of LINE business and
portal business via the LINE mobile messaging app Operation of
businesses relating to the “NAVER Matome” user participation-type
search service (5) Total capitalization 79,919 million yen 100
million yen (scheduled) (6) Date of establishment September 4, 2000
November 8, 2017 (scheduled) (7) Total number of issued shares
219,407,000 shares 10,000 shares (scheduled) (8) Fiscal year end
December 31 December 31 (9) Major shareholders and ownership
percentage
NAVER Corporation: 79.75%Moxley & Co.
LLC: 4.48%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 tax from continuing operations 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
Operation of businesses relating to the “NAVER Matome” user
participation-type search service
(2) Operating Results of Business Division to be Split
Revenue for the year ended December 2016: 2,150,739 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 534,933 Current
liabilities 111,911 Fixed assets - Fixed liabilities - Total
534,933 Total 111,911
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/20170929005189/en/
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