Expansion of Business Platforms and Synergies through the Business Integration of Z Holdings and LINE

「As of 1 October 2023, the procedures for the group reorganisation centred on Z Holdings Corporation, LINE Corporation and Yahoo Corporation were completed, with Z Holdings Corporation as the surviving company. On that date, Z Holdings Corporation changed its corporate name to LY Corporation, LINE Corporation changed its corporate name to Z Intermediate Global Corporation, and Yahoo Corporation was dissolved.」

「At a meeting of its board of directors held on 12 July 2023, the company resolved to implement a series of transactions relating to an intra-group reorganization, including the dissolution of ヤフー㈱. As of 1 October 2023, Zホールディングス㈱ was scheduled to change its corporate name to LINEヤフー㈱, and LINE㈱ to Z中間グローバル㈱.」

「In February 2023, Zホールディングス㈱ resolved to carry out an intra-group reorganization centered on Zホールディングス㈱, LINE㈱ and ヤフー㈱ in order to create a more product-focused organizational structure and accelerate the expansion of synergies from the management integration of Zホールディングス㈱ and LINE㈱. Completion of the intra-group reorganization, namely its effective date, was scheduled for 1 October 2023.」

「From October 2022, Yahoo! Shopping and PayPay Mall were integrated and relaunched as the new Yahoo! Shopping, combining the strengths of both services. The design was substantially revised to make it easier to find products, and new benefits and campaigns for SoftBank and Y!mobile users and Yahoo! Premium members will be launched in connection with the relaunch. This is intended to improve the user purchasing experience and drive growth in commerce.」

「Effective 1 October 2022, to maximize the corporate value of the Group, the Company and Zホールディングス㈱ made PayPay㈱ their respective subsidiaries. By jointly managing Bホールディングス㈱, the parent company of PayPay㈱, the Company and Zホールディングス㈱ aim to expand PayPay㈱’s earnings opportunities and the “PayPay economic zone” and strengthen synergies within the Group.」

「To maximize the corporate value of our group, we concluded that it would be most appropriate for our company and Z Holdings to jointly manage B Holdings, the intermediate holding company that will become the parent company of PayPay, for the reasons set out below, and decided to execute this transaction.」

「Beginning in January 2022, ヤフー㈱, ASKUL Corporation and DEMAE-CAN CO.,LTD launched Yahoo! Mart by ASKUL (Yahoo! Mart), a quick-commerce service for groceries and daily necessities, following a demonstration test. On Yahoo! Mart, users select, order and pay for products from a broad range of approximately 1,500 groceries and daily necessities sold by ASKUL Corporation through the DEMAE-CAN service, and can receive them in as little as 15 minutes.」

「LINE㈱ and ヤフー㈱ began linking product and inventory information between LINE Gift, a service that allows users to send various gifts to friends through LINE provided by LINE㈱, and Yahoo! Shopping and PayPay Mall operated by ヤフー㈱.」

「Following the completion of the management integration with LINE㈱ and the transition to the new structure, the two companies' corporate venture capital arms, YJキャピタル㈱ and LINE Ventures㈱, merged in April 2021 with YJキャピタル㈱ as the surviving company, changed the corporate name to Z Venture Capital㈱, and integrated their investment functions and activities into that company.」

「The management integration of Zホールディングス㈱ and LINE㈱ was completed in March 2021, and LINE㈱ became a subsidiary.」

「Because the joint tender offer was successful and not all of the shares and other securities subject to the offer were acquired, LINE's common shares were delisted from the Tokyo Stock Exchange on 29 December 2020 in accordance with its delisting criteria.」

「In August 2020, the procedures required under competition and investment regulations in the relevant countries for implementing the management integration were completed. As part of the transactions to realize the integration, a tender offer for LINE㈱ shares commenced on 4 August 2020 and ended on 15 September. Completion of the management integration was expected around March 2021.」

「On 3 August 2020, it was confirmed that all conditions precedent had been satisfied except the condition that the clearances required to execute the delisting transaction had been completed, and that all parties to the definitive integration agreement had waived that condition. Accordingly, it was decided to commence the joint tender offer.」

「The purpose of the management integration is to combine the respective management resources of the ZHD and LINE groups, pursue synergies in their respective business areas within the integrated company group, and invest in businesses targeting growth in AI, commerce, FinTech, advertising and O2O, and other new business areas, thereby creating a corporate group capable of prevailing in intense competition in Japan and globally.」

「The management integration is being undertaken by ZHD and LINE on an equal footing, with the aim of combining the respective management resources of the ZHD and LINE groups, pursuing synergies in their respective business areas within the integrated company group, and making business investments to pursue growth in AI, commerce, FinTech (Note 1), advertising and O2O (Note 2), and other new business areas, thereby creating a corporate group capable of prevailing in intense competition in Japan and globally. ZHD, the listed integrated company after the management integration, is expected to become a consolidated subsidiary of our company. The integration is subject to the completion of competition-law procedures, Foreign Exchange and Foreign Trade Act procedures and other legally required clearances and approvals in the relevant countries, as well as the satisfaction of other conditions precedent stipulated in the definitive integration agreement, and is scheduled for completion around October 2020. The purchase price is expected to be approximately ¥372.0 billion, with our company and NAVER and its affiliates each expected to acquire 50% of the shares.」