Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Via Email

Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
pshim@cgsh.com

Ian C. Ho
Simpson Thacher & Bartlett
iho@stblaw.com

Re:      NAVER Corporation’s and SoftBank Corporation’s joint cash tender offer for LINE Corporation

Dear Messrs. Shim and Ho:

We are responding to your letter dated January 17, 2020, addressed to Ted Yu, Joshua Shainess, and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Japanese counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. This exemption permits the Offerors to make purchases of odd-lot shares in connection with the Statutory Put provided under Japanese law, as described in your letter.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Japanese counsel, including but not limited to, the following:

• LINE Corporation is a foreign private issuer, as defined in Exchange Act Rule 3b-4(c);
• the Offer is subject to, and must be structured to comply with, applicable Japanese statutory and regulatory requirements governing tender offers including the Statutory Put and the rules and regulations of the relevant Japanese stock exchange where the shares trade;
• Japanese law mandates a Statutory Put for all holders of shares constituting less than one unit, with specific requirements regarding the purchases made pursuant to the Statutory Put;
• the offer documents will include disclosure about the possibility of the exercise by odd-lot holders of the Statutory Put during the Offer;
• as of September 20, 2019, odd-lot shares represented less than 0.044 percent of LINE Corporation’s outstanding shares of common stock; and
• except for the relief specifically provided herein, the Offerors will comply with all other applicable provisions of the federal securities laws.

The exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.