SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2020
Commission File Number: 001-37821
(Translation of registrants name into English)
1-6 Shinjuku 4-chome
Shinjuku-ku, Tokyo 150-8510, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 30, 2020
|Name: In Joon Hwang|
|Title: Director and Chief Financial Officer|
July 30, 2020
Company Name: LINE Corporation
Representative: Takeshi Idezawa, President and Representative Director
|Code Number: 3938, First Section, Tokyo Stock Exchange|
|Inquiries: Corporate Development / Investor Relations|
Notice Regarding Merger of LINE Corporations Consolidated Subsidiary and Expected
Recording of Gains Resulting from its Transfer
LINE Man Corporation Pte. Ltd. (LINE Man), a consolidated subsidiary of LINE Corporation (LINE), has resolved at its board of directors meeting held on July 30, 2020 to execute an absorption-type merger and third-party allotment of shares with Wongnai Media Pte. Ltd. (Wongnai), a company headquartered in Singapore established by the Thai restaurant search and review platform provider, Wongnai Media Company Limited. As a result, LINE expects to write up the merger and transfer in its consolidated financial statement for the third quarter period of the fiscal year ending December 2020 after remeasuring the fair value of its investment in LINE Man.
Purpose of restructuring
LINE Man offers a 24-hour food delivery service on a mobile app in Thailand. By executing an absorption-type merger with Wongnai, LINE Man aims to achieve new growth opportunities for its food delivery business. Furthermore, LINE Man will bolster its service with a capital injection by subscribing to Wongnais third-party allotment of new shares.
Overview of restructuring
Resolution date of Board of Directors
July 30, 2020
Execution date of absorption-type merger
Early August 2020 (tentative)
Type of restructuring
In this absorption-type merger, LINE Man will be the surviving entity and Wongnai will be dissolved.
Outline of the parties to be restructured (as of July 30, 2020)
|(1) Name||LINE Man Corporation Pte. Ltd. (surviving entity)||Wongnai Media Pte. Ltd. (dissolving entity)|
6 Eu Tong Sen Street
#11-10P, The Central,
10 Collyer Quay
#10-01, Ocean Financial Centre,
|(3) Titles and names of representatives||Eunjung Lee, Director|| |
Tan Seng Kiat, Director
Yod Chinsupakul, Director
|(4) Lines of business||Operator of O2O platform in Thailand offering services including online food delivery, taxi hailing, and a courier service||Operator of restaurant review platform in Thailand|
As a result of the absorption-type merger and third-party allotment of shares, LINE Mans capital is expected to increase by USD 110,000,000 for a total of USD 148,000,000.
|(6) Founded||September 5, 2019||June 18, 2020|
|(7) Number of outstanding shares||38,000,000||15,200,001|
|(8) Fiscal year closed||December 31||December 31|
|(9) Main shareholders and percentage of shareholdings||LINE Southeast Asia Corp. Pte. Ltd. 100%||Founders 49.18%|
After the merger
The surviving entity, LINE Man, expects to welcome a new representative director in conjunction with the merger. LINE Mans trade name and head office location will remain the same.
The third-party allotment of shares will make LINE Man an equity-method affiliate of LINE (shareholding ratio: 45.6%). LINE will record the loss of control of its consolidated subsidiary as a profit which value is currently being calculated. The impact of the merger and transfer of LINE Man on LINEs financial results will be disclosed as soon as the resulting profit is determined.