This filing relates solely to preliminary communications made before the potential commencement of a tender
offer by NAVER Corporation (“NAVER”) and SoftBank Corp. (“SoftBank”) to acquire, directly or indirectly through one or more affiliates, all of the issued and outstanding (i) shares of common stock (including all of the
outstanding American Depositary Shares, each representing one share of common stock) (the “Shares”), (ii) share options (the “Share Options”) and (iii) zero coupon convertible bonds due 2023 and 2025 (the “Convertible
Bonds”), of LINE Corporation (“LINE”), in each case, excluding those held by NAVER or by LINE as treasury shares.
Additional
Information
The tender offer described in this filing has not yet commenced. This filing is provided for informational purposes only and does not
constitute an offer to purchase or the solicitation of an offer to sell any Shares, Share Options, Convertible Bonds or other securities of LINE. If and at the time a tender offer is commenced, NAVER and SoftBank (and/or one or more of their
affiliates, as applicable) intend to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to
the tender offer, and LINE will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. NAVER and SoftBank intend to mail these documents to the LINE
shareholders. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THOSE DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Those documents, and other documents filed
by NAVER, SoftBank and LINE, may be obtained without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information
agent for the tender offer.
A tender offer will not be made, directly or indirectly, in any country or jurisdiction in which such offer would be
considered unlawful or otherwise violate any applicable laws or regulations, or which would require NAVER, SoftBank or any of their respective affiliates to change or amend the terms or conditions of such offer in any manner, to make any additional
filing with any governmental or regulatory authority or take any additional action in relation to such offer. It is not intended to extend a tender offer to any such country or jurisdiction. Documents relating to a tender offer must neither be
distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of LINE by any person or entity resident or incorporated
in any such country or jurisdiction.
THE EXHIBITS HERETO MAKE REFERENCE TO A TENDER OFFER FOR THE COMMON SHARES OF Z HOLDINGS CORPORATION, WHICH WILL NOT
BE CONDUCTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS, AND WILL NOT BE EXTENDED TO, OR FOR THE BENEFIT OF, SHAREHOLDERS LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS,
WHO ARE DEFINITIVELY EXCLUDED THEREFROM. ANY PURPORTED TENDER OF COMMON SHARES OF Z HOLDINGS CORPORATION BY A PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS WILL NOT BE ACCEPTED.
Cautionary Statement Regarding Forward-Looking Statements
This filing may contain forward-looking information related to NAVER, SoftBank, LINE and their respective affiliates, and the proposed acquisition (directly or
indirectly through one or more affiliates) of LINE by NAVER and SoftBank, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These
forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events, conditions, circumstances or the future financial performance of NAVER, SoftBank, LINE or their respective affiliates
and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,”
“may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed
acquisition, anticipated earnings accretion and growth rates, NAVER’s, SoftBank’s, LINE’s or their respective affiliates’ plans, objectives, expectations and intentions, the financial condition, results of operations and business
of NAVER, SoftBank, LINE and their respective affiliates, NAVER’s, SoftBank’s, LINE’s and their respective affiliates’ products, and the anticipated timing of closing of the proposed acquisition. Risks and uncertainties include,
among other things, risks related to the satisfaction of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how
many of LINE’s shareholders will tender their shares in the tender offer and the possibility that the proposed acquisition does not close; risks relating to the possibility that a competing proposal will be made; risks related to the ability to
realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the proposed acquisition making it more difficult to maintain business and operational relationships; significant transaction costs; unknown liabilities; the risk of litigation and/or
regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations,
rates and policies; future business combinations or disposals; competitive developments; and other risks and uncertainties discussed in LINE’s filings with the SEC, including the “Risk Factors” and “Forward-Looking
Statements” sections of LINE’s most recent annual report on Form 20-F. You can obtain copies of LINE’s filings with the SEC for free at the SEC’s website (www.sec.gov). Other factors that
may cause actual results to differ materially include those that will be set forth in the Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other tender
offer documents filed by NAVER, SoftBank and LINE. All forward-looking statements in this filing are qualified in their entirety by this cautionary statement.