Ly Corporation · TSE:4689
Ly — LINE — Merger or Acquisition (November 2019)
11 slides from Ly's merger presentation, Nov 18, 2019
Slide 1: Regarding Capital Alliance MOU on Business Integration
Regarding Capital Alliance MOU on Business Integration LINE Corporation November 18, 2019
Slide 2: Forward-Looking Statements
Forward-Looking Statements This press release contains forward-looking statements with respect to Z Holdings Corporation’s (“ZHD”) and LINE Corporation’s (“LINE”) current plans, estimates, strategies and beliefs, including, without limitation, the statements made concerning the Proposed Offer and th
Slide 3: Final Structure After the Business Integration (scheduled)
Final Structure After the Business Integration (scheduled) Consolidated 50% 50% JV General shareholders new Listed on TSE 1st Section 3
Slide 4: Transaction Scheme
Transaction Scheme Current Status as of Sep 30, 2019 Joint Tender Offer Proposal from NAVER and Softbank (“Offerors”) as of Nov 18, 2019 LINE NAVER Z Holdings SoftBank Shares JPY 5,200 per Share Minority Shareholders Other Shareholders Share Options JPY 1 per Share Option 27.4％ 72.6 ％ 55.4% 44.6% “S
Slide 5: Transaction Scheme
Transaction Scheme 1. Joint Tender Offer and 2. Transfer/JV Formation/ 3. Share exchange LINE Squeeze-Out Corporate Demerger Joint Tender Offer and Squeeze-out Transaction Z Holdings LINE other SoftBank Minority NAVER SoftBank NAVER SoftBank NAVER Shareholders Shareholders 55.4% 44.6% 50.0% 50.0% 50
Slide 6: Timeline (target)
Timeline（target） Nov. 2019 December 2019 January 2020 March 2020 September 2020 Oct.2020 Announcement of MOU Various applications, examination and other procedures Receipt of TOB proposal Definitive Agreement (target) Share Exchange Agreement (target) Corporate Demerger Agreement (target) Z Holdings
Slide 7: Synergies｜Services
Synergies｜Services Media/advertisement Contents Commerce・O2O Fintech・Finance AI 7
Slide 8: Synergies
Synergies Marketing E-commerce / O2O Leading LINE’s user traffic Expanding market share of advertising to e-commerce sites of ZHD/Yahoo! Japan FinTech Resources Combining resources to accelerate development Strengthening FinTech business surrounding of new technology and businesses particularly paym
Slide 9: Governance, Operation After the Business Integration (scheduled)
Governance, Operation After the Business Integration（scheduled） Board of Directors Internal Directors Independent Outside Directors From LINE From Z Holdings Takeshi Idezawa Jungho Shin Kentaro Kawabe Takao Ozawa Representative Director Director President, Representative Director Director &Co-CEO an
Slide 10: Approx. 100bn yen annual investment
Mid- to long-term Business Investments Apx.100bn yen annual investment R&D know-how personnel regarding system development Aggressive investment in Medium- to Long-Term focused on AI and surrounding services/product 10
Slide 11: LINE
LINE