EX-99.4 5 d38556dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

[Reference translation – in case of any discrepancy, the original Korean version shall prevail.]

Mandatory Disclosure to the Korea Exchange

Decision to Acquire Shares of Other Company (Material Business Matter of a Subsidiary)

 

Material Business Matter of NAVER J. Hub Corporation (“NAVER J. Hub”), a Subsidiary of NAVER Corporation (the “Company”)
1. Issuer of Shares    Name   LINE Corporation
   Nationality   Japan   Representative   Takeshi Idezawa
   Share Capital (Won)   1,058,447,700,262   Relationship with Company   Affiliate
   Total Issued Shares   241,544,142   Principal Business   Mobile services
2. Details of Acquisition    Number of Shares to be Acquired   -
   Acquisition Amount (Won)   -
   Total Assets as of December 31, 2019 (Won)   12,299,527,120,786
   Ratio of Acquisition Amount to Total Assets (%)   -
3. Number of Shares Owned and Ownership Ratio after Acquisition    Number of Shares Owned   -
   Ownership Ratio (%)   -
4. Method of Acquisition   Cash
5. Purpose of Acquisition        Business Integration between LINE Corporation (“LINE”) and Z Holdings Corporation (“ZHD”)
6. Expected Date of Acquisition   September 24, 2020
7. Date of Board Resolution   August 3, 2020
- Attendance of Outside Directors    Present   -
   Absent   -
- Attendance of Auditors (Audit Committee Members who are not Outside Directors)   -
8. Report to Korea Fair Trade Commissions   Not applicable
9. Put Options or Other Agreements   None
- Details of Agreements   -
10. Other Important Matters Related to an Investment Decision   - This disclosure relates to the decision by NAVER J. Hub, a Japanese subsidiary of the Company, to acquire shares of LINE, a Japanese subsidiary of the Company, as part of the steps to integrate the businesses of LINE and ZHD, a Japanese company and a consolidated subsidiary of SoftBank Corp., a Japanese company.

 

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    - NAVER J. Hub plans to acquire 50% of the common shares, American depositary shares, share options and convertible bonds of LINE (the “LINE Securities”), excluding those owned by NAVER or LINE, through a tender offer with cash.
    - The “Number of Shares to be Acquired” in Item 2 above will be determined based on the results of the tender offer. The number of subject shares of the tender offer is 88,308,442 shares, 50% of which will be acquired by NAVER J. Hub. However, (a) 9,406,700 shares relating to share options that will not become exercisable during the tender offer period and (b) 9,764,543 shares relating to convertible bonds, the conversion price of which exceeds the tender offer price and which are expected to be redeemed after the tender offer at a price higher than their par value price pursuant to the applicable early redemption provision, are not expected to be tendered, and the number of subject shares after deducting (a) and (b) above is 69,137,199 shares. The Company will update its disclosure when the number of shares to be acquired has been determined.
    - The “Acquisition Amount” in Item 2 above will be determined by (a) multiplying the number of shares tendered in the tender offer by 5,380 yen, the offer price, and (b) 1 yen per share option that has not been exercised, and the Company will update its disclosure when such amount has been determined.
    - The “Expected Date of Acquisition” in Item 6 above is the expected date of settlement of the purchase price of the shares tendered after the expiration of the tender offer, which remains subject to change based on the status of the tender offer or through consultation with relevant authorities on settlement procedures.
    - NAVER J. Hub plans to secure the funds for the purchase price of shares through financing from financial institutions, and NAVER will provide payment guarantees for such loans. Please see the Company’s disclosure as of the date hereof entitled “Provision of Debt Guarantee to a Third Party” for more information about such guarantees.
                                                                                                        - In order to secure the funds necessary to redeem its convertible bonds, LINE is currently in negotiations with financial institutions. The Company plans to provide payment guarantees in connection therewith, and the Company will provide disclosure when it decides to provide such guarantees upon agreement of the specific terms and conditions with such financial institutions.
                                                                 Related Disclosures:  

December 23, 2019: Other Facts on Business Management (Voluntary Disclosure)

November 18, 2019: Other Facts on Business Management (Voluntary Disclosure)

 

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[Summary Financial Information of Issuer] (Unit: million Won)

 

Year   Total Assets   Total
Liabilities
 

Total
Shareholders’
Equity

 

  Share Capital   Revenues   Profit for
the Year

2019

 

 

5,386,752 

 

 

3,025,362 

 

 

2,361,391 

 

 

1,058,448 

 

 

1,780,631 

 

 

8,050

 

2018

 

 

4,592,097 

 

 

2,407,086 

 

 

2,185,010 

 

 

1,051,269 

 

 

1,490,504 

 

 

22,177

 

2017

 

 

2,737,381 

 

 

767,863  

 

 

1,969,518 

 

 

1,014,699 

 

 

1,269,566 

 

 

107,940

 

[Information of Subsidiary]

 

Name

  

NAVER J. Hub Corporation

- Representative   

Sang-Jin Park

- Principal Business   

Business investments and others

- Material Subsidiary   

No

Total Assets as of December 31, 2019 (Won)    87,727,181,205
Consolidated Total Assets of Controlling Company as of December 31, 2019 (Won)    12,299,527,120,786
Ratio of Total Assets to Consolidated Total Assets of Controlling Company (%)    0.71

 

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