Z Holdings Corporation (“Z Holdings”), the holding company of Japan’s leading internet company Yahoo Japan, and LINE Corporation (“LINE”), the provider of Japan’s leading mobile messaging app, have announced a proposed business integration of Z Holdings, LINE, and their subsidiaries (the “Business Integration”). Z Holdings, LINE, and their respective parent companies, SoftBank Corp. and NAVER Corporation, have entered into a non-binding memorandum of understanding regarding a series of transactions relating to the Business Integration. As part of the Business Integration, SoftBank and NAVER have also announced their proposal to take LINE private by launching a joint tender offer to acquire all of the outstanding common stock (including American Depositary Shares) of LINE.
SoftBank, Z Holdings, NAVER, and LINE plan to execute definitive agreements for the Business Integration by December 2019. The Business Integration will be subject to approval by the companies’ respective shareholders, regulatory approvals, and other customary closing conditions.
Latham & Watkins is advising Z Holdings on US law aspects of the transaction, with a Tokyo-based team led by corporate partner Ivan Smallwood and finance counsel Richard Kim.