SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2020

Commission File Number: 001-37821

LINE Corporation

(Translation of registrant’s 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):

SIGNATURES

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.

		LINE Corporation
		(Registrant)
December 15, 2020		By: /s/ In Joon Hwang
December 23, 2020		By: /s/ In Joon Hwang
		(Signature)
		Name: In Joon Hwang
		Title: Director and Chief Financial Officer

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

December 1523, 2020

Press Release

Company Name: LINE Corporation Representative: Takeshi Idezawa, President and Representative Director (Code number: 3938 First Section, Tokyo Stock Exchange) Inquiries: Investor Relations TEL: 03-4316-2050

Announcement Regarding ~~Resolutions~~the ~~Approving~~Execution ~~the~~of ~~Share~~an ~~Consolidation~~Absorption-type ~~and~~Merger ~~the~~Agreement ~~Deletion~~with ofShiodome ~~Provisions~~Z Holdings GK

LINE Corporation (the “Company”) hereby announces that it resolved at its board of directors meeting held today to, as part of the business integration of the Company and Z Holdings Corporation (“ZHD”) (the “Business Integration”) announced in the “Announcement Regarding ~~Share~~Definitive ~~Units~~Agreement on Business Integration” issued by the Company and ZHD on December 23, 2019 (the ~~Partial~~“Business ~~Amendment~~Integration Press Release”), execute an absorption-type merger agreement with Shiodome Z Holdings GK (“Shiodome Z Holdings”), a wholly-owned subsidiary of SoftBank Corp. (“SoftBank”), to implement an absorption-type merger (the ~~Articles~~“Absorption-type ofMerger”) ~~Incorporation~~in which the Company will be the surviving company and Shiodome Z Holdings will be the absorbed company.

AsFor ~~announced~~details ~~in the “Announcement Regarding the Share Consolidation and the Deletion~~ of ~~Provisions Regarding Share Units and~~ the ~~Partial~~Business ~~Amendment of the Articles of Incorporation~~Integration, asplease ~~well~~refer ~~as Filing Applications~~ to ~~Delist~~ the ~~ADSs~~Business ~~from~~Integration the New York Stock Exchange, to Terminate the Registration of the ADSs with the U.S. Securities and Exchange Commission and to Terminate or Suspend the Company’s Periodic Disclosure Obligations Pursuant to the U.S. Securities Exchange Act of 1934” dated November 9, 2020 (the “November 9, 2020 Press Release”), the Company placed on the agenda for the extraordinary general meeting of shareholders convened today (the “Extraordinary General Meeting”) proposals to conduct a share consolidation and delete provisions regarding the number of shares constituting one unit and partially amend provisions of the Company’s articles of incorporation (the “Articles of Incorporation”). ~~As outlined below, all of the proposals were approved as originally proposed.~~

~~As a result, the delisting standards established by the Tokyo Stock Exchange, Inc~~1. ~~(the~~Purpose ~~“TSE”)~~and inSignificance ~~its Securities Listing Regulations will become applicable to the common stock~~ of the ~~Company~~Absorption-type (the “Common Shares”). Accordingly, it is expected that the Common Shares will be designated as “stock to be delisted” from today through December 28, 2020 and thereafter be delisted from the TSE on December 29, 2020. Further, the company expects that the American depositary shares (the “ADSs”), each representing the title to one Common Share, registered and issued by JPMorgan Chase Bank, N.A. (the “Depositary Bank”) in the United States and listed on the New York Stock Exchange (the “NYSE”), will be delisted from the NYSE on December 28, 2020 (local time). Note that, once delisted, the Common Shares and the ADSs cannot be traded on the TSE and the NYSE, respectively. Merger

1.For ~~Proposal~~details 1of ~~(Share~~the ~~Consolidation)~~purpose of the Business Integration, including the Absorption-type Merger, please refer to the Business Integration Press Release.

At2. ~~the~~Summary ~~Extraordinary General Meeting, the Company received the approval~~ of the ~~shareholders~~Absorption-type ~~to conduct the share consolidation described below (the “Share Consolidation”).~~ Merger

①(1) ~~Class of shares to be consolidated~~Schedule

Common stock


Execution of the absorption-type merger agreement for the Absorption-type Merger		December 23, 2020
General meeting of shareholders for approval of the absorption-type merger agreement for the Absorption-type Merger (Scheduled) (Note 1)		February 2021
Effective date of the Absorption-type Merger (Scheduled) (Note 2)		February 26, 2021

②(Note ~~Ratio~~1) The general meeting of ~~consolidation~~shareholders of the Company for approval of the absorption-type merger agreement for the Absorption-type Merger is planned to be held after SoftBank, NAVER Corporation (“NAVER”) and NAVER J. Hub Corporation, a wholly-owned subsidiary of NAVER (together with NAVER, the “NAVER Parties”), have become the only shareholders of the Company.

29,165,333 shares of the Common Shares will be consolidated into one share.

③ The decrease in the total number of issued shares that will result from the Share Consolidation

243,702,841 shares

④(Note ~~Total~~2) ~~number~~The Absorption-type Merger will take effect subject to conditions such as the completion of ~~issued~~the settlement of the tender offer for ZHD shares ~~before~~(the “Tender Offer for ZHD Shares”) which will be carried out by the ~~Share~~Company ~~Consolidation~~for ~~takes~~the ~~effect~~purpose of acquiring all of the ZHD shares held by Shiodome Z Holdings. Irrespective of whether direct or indirect, the Tender Offer for ZHD Shares will not be carried out in the U.S. and the solicitation will not be for the benefit of, U.S. shareholders, all of whom are excluded from the Tender Offer for ZHD Shares.

~~243,702,849~~(2) ~~shares~~Method of Absorption-type Merger

~~(Note)~~An ~~The~~absorption-type ~~Company~~merger ~~resolved at the board of directors meeting held on November 9, 2020 that on December 30, 2020, 12,693 Common Shares held~~ in ~~treasury~~which by the Company ~~(which~~will isbe ~~equivalent to all of~~ the ~~shares~~surviving ~~held~~company inand ~~treasury~~Shiodome byZ ~~the~~Holdings ~~Company as of October 15, 2020)~~ will be ~~cancelled. The “total number of issued shares before~~ the ~~Share~~absorbed ~~Consolidation takes effect” indicates the number of issued shares after such cancellation of Common Shares takes effect~~company.

⑤(3) ~~Total~~Details ~~number~~ of ~~issued~~the ~~shares~~Allotment ~~after~~in the ~~Share~~Absorption-type ~~Consolidation takes effect~~Merger

8Upon the Absorption-type Merger, the Company will issue 180,882,293 new common shares and allocate and deliver all of them to SoftBank as the parent company of Shiodome Z Holdings. As announced in the “Announcement Regarding Resolutions Approving the Share Consolidation and the Deletion of the Provisions Regarding Share Units and the Partial Amendment of the Articles of Incorporation” issued by the Company on December 15, 2020 (the “Approval Resolution Press Release”), the Company plans to conduct a share consolidation in which 29,165,333 shares will be consolidated into one share with the effective date of January 4, 2021 (the “Share Consolidation”), and the total number of issued shares of the Company after the Share Consolidation takes effect is expected to be eight shares. After the Share Consolidation takes effect and by the day before the settlement commencement date of the Tender Offer for ZHD Shares, a share split with the same share split ratio as the ratio for the Share Consolidation (the “Share Split”), and a shareholding adjustment transaction to make the ratio of voting rights in the Company held by SoftBank and the NAVER Parties be 50:50 immediately after the Absorption-type Merger takes effect (the “Shareholding Adjustment Transaction”), are scheduled to be carried out. Accordingly, the merger consideration of 180,882,293 common shares of the Company is based on the assumption that the Share Consolidation, the Share Split and the Shareholding Adjustment Transaction will be carried out. Note that the Company will become a consolidated subsidiary of SoftBank after the series of transactions contemplated above have been carried out.

⑥(4) ~~Total~~Treatment ~~number~~ of ~~authorized~~Share ~~shares~~Options asand ofConvertible ~~the~~Bonds ~~effective date~~ of the ~~Share~~Absorbed ~~Consolidation~~Company

32Shiodome ~~shares~~Z Holdings has not issued share options or convertible bonds.

⑦3. ~~Method~~Grounds offor ~~handling~~the ~~fractional~~Details ~~shares~~of ~~less~~the ~~than~~Allotment ~~one~~in ~~share, and~~ the ~~amount~~Absorption-type ~~expected to be delivered to shareholders as a result thereof~~Merger

~~The number of Common Shares to be owned by each shareholder of the Company other than NAVER Corporation~~ (President and CEO: Han Seong-sook) (“NAVER”) as a result of the Share Consolidation is expected to become a fraction less than one full share. The number of shares equivalent to the total of the fractional shares less than one full share resulting from the Share Consolidation (pursuant to the provisions of Article 235, Paragraph 1 ~~of the Companies Act (Law No. 86 of 2005, as amended; and the same applies hereinafter~~), ifGrounds ~~such total includes a fraction of less than one full share, such fraction shall be omitted) will be sold in accordance with Article 235 of the Companies Act~~ and ~~other~~Reasons ~~relevant~~for ~~laws and regulations, and~~ the ~~proceeds~~Details ~~obtained from such sale will be delivered to the shareholders according to the number~~ of ~~their fractional shares. With respect to such sale,~~ the Company plans to sell to SoftBank Corp. (CEO and Representative Director: Ken Miyauchi) (“SoftBank”) and NAVER J. Hub Corporation, a wholly-owned subsidiary of NAVER (“NAVER J. Hub,” and together with NAVER, the “NAVER Parties,” and SoftBank and NAVER J. Hub being referred to individually as a “Purchaser” and collectively as the “Purchasers”) the Common Shares equivalent to the total number of such fractions after obtaining permission from a court in accordance with the provision of Article 234, Paragraph 2 of the Companies Act, applied mutatis mutandis in Article 235, Paragraph 2 of the same act. If the court permission mentioned above is obtained as planned, the sales price will be set as a price such that each shareholder will receive the amount of money equivalent to the amount obtained by multiplying the number of the Common Shares owned by such shareholder by JPY 5,380, the purchase price for the Common Shares in the tender offers by the Purchasers (the “Tender Offer Price”). Allotment

InUpon ~~addition,~~ the ~~Common~~Absorption-type ~~Shares subject to the Share Consolidation include the Common Shares owned by the Depositary Bank that are the underlying assets of the ADSs. Therefore~~Merger, if the ~~Share~~Company ~~Consolidation is carried out, the number of the Common Shares to be owned by the Depositary Bank after the Share Consolidation~~ will ~~also~~issue ~~become a fraction less than one full share. In this case~~180, ~~the~~882,293 ~~holders~~new ofcommon the ADSs will be entitled to receive through the Depositary Bank cash delivered to the Depositary Bank from the cash that is obtained by selling the Common Shares equivalent to the total of the fractional shares ~~less~~and ~~than~~allocate ~~one~~and ~~full share~~deliver ~~resulting~~all ~~from the Share Consolidation pursuant to the above procedures. Specifically, the holders~~ of ~~the~~them ~~ADSs will receive through the Depositary Bank cash in the amount equal~~ to ~~the~~SoftBank ~~value~~as ~~obtained by multiplying (i)~~ the ~~amount derived~~ byparent ~~converting~~company ~~the Tender Offer Price to U.S. dollars based on the U.S. dollar exchange rate against the Japanese yen determined at the time when the Depositary Bank delivers the cash to the holders~~ of ~~the~~Shiodome ~~ADSs~~Z (rounded off to the nearest whole number) less the amount of any applicable fees and expenses payable to the Depositary Bank, as well as any taxes or other costs by (ii) the number of the Common Shares represented by the ADSs owned by each holder of the ADSsHoldings.

2.Given ~~Proposal~~that 2SoftBank is the only shareholder of Shiodome Z Holdings and that SoftBank and the NAVER Parties will be the only shareholders of the Company at the time of the general meeting of shareholders of the Company to approve the absorption-type merger agreement for the Absorption-type Merger, it has been determined through discussions between SoftBank and the NAVER Parties that the merger consideration will be 180,882,293 common shares of the Company, which was determined based on the total numbers of issued shares of the Company and ZHD (~~Partial~~excluding ~~Amendment~~shares held in treasury) as of September 30, 2019, and by taking into account the ~~Articles~~share prices of ~~Incorporation~~the Company and ZHD, the aggregate tender offer price relating to the Tender Offer for ZHD Shares that Shiodome Z Holdings is expected to receive in the Tender Offer for ZHD Shares, and the financial conditions and future forecasts of the Company and ZHD, among other things. Furthermore, as stated in “(3) Details of the Allotment in the Absorption-type Merger” in “2. Summary of the Absorption-type Merger” above, the merger consideration of 180,882,293 common shares of the Company is based on the assumption that the Share Consolidation, the Share Split and the Shareholding Adjustment Transaction will be carried out.

At(2) ~~the~~Matters ~~Extraordinary~~Concerning ~~General Meeting,~~ the Company received the approvals of the shareholders to partially amend the Articles of Incorporation as described below. The details of the amendment are as described in the November 9, 2020 Press Release. Valuation

①The IfCompany ~~the~~has ~~proposal~~not ~~regarding~~obtained ~~the~~a ~~Share~~share ~~Consolidation~~valuation isreport ~~approved~~from asa ~~originally~~financial ~~proposed~~advisor ~~and~~for the ~~Share~~reasons ~~Consolidation~~described ~~takes effect, the total number of authorized Common Shares will be reduced to 32 shares~~ in ~~accordance with Article 182, Paragraph 2, of the Companies Act. In order to make this fact clearer, Article 6~~ “(~~Total~~1) ~~Number~~Grounds ofand ~~Issuable~~Reasons ~~Shares) of~~ for the ~~Articles~~Details of ~~Incorporation will be amended, subject to~~ the ~~Share~~Allotment” ~~Consolidation taking effect~~above.

② If the proposal regarding the Share Consolidation is approved as originally proposed and the Share Consolidation takes effect, the total number of issued shares of the Company will be 8 shares, and it will no longer be necessary to provide for the number of shares constituting one unit. Accordingly, subject to the Share Consolidation taking effect, in order to delete provisions regarding the number of shares constituting one unit of Common Shares, for which one unit currently constitutes 100 shares, the entirety of Article 8 (~~Number of Shares Constituting One Unit of Share~~3), ~~Article~~Possibility ~~9 (Rights with Respect to Shares Constituting Less Than One Unit) and Article 10 (Additional Purchase~~ of ~~Shares~~Delisting ~~Constituting Less Than One Unit) of the Articles of Incorporation will be deleted,~~ and ~~the~~Reasons ~~numbering of subsequent articles will be brought forward as a result of that amendment.~~Thereof

③As Ifannounced in the ~~proposal~~Approval ~~regarding~~Resolution ~~the~~Press ~~Share~~Release, ~~Consolidation~~it is ~~approved~~expected asthat ~~originally proposed and~~ the ~~Share~~commons ~~Consolidation~~shares ~~takes effect, NAVER will become the sole shareholder~~ of the Company, ~~and~~will ~~the~~be ~~provisions~~delisted ~~regarding~~from the ~~record~~Tokyo Stock ~~date~~Exchange, ~~for~~Inc. ~~regular~~on ~~general~~December 29, ~~meetings~~2020 ofand ~~shareholders~~the ~~will~~American nodepositary ~~longer be necessary. Therefore~~shares, ~~Article~~each 14representing ~~(Record~~the ~~Date~~title ~~for~~to ~~Regular~~one ~~General~~common ~~Meeting~~share of ~~Shareholders) of~~ the ~~Articles~~Company, ~~of Incorporation~~ will be ~~deleted,~~delisted ~~and~~from the ~~numbering~~New ofYork ~~subsequent~~Stock ~~articles~~Exchange ~~will~~on ~~be brought forward as a result of that amendment~~December 28, ~~subject~~2020 to(local ~~the approval of the proposal regarding the Share Consolidation as originally proposed~~time).

~~The~~(4) ~~amendment~~Measures ~~of the Articles of Incorporation pertaining~~ to ~~this~~Ensure ~~proposal will take effect on January 4, 2021,~~ the ~~effective date of the Share Consolidation, subject to the Share Consolidation taking effect.~~ Fairness

3Not applicable. ~~Schedule for the Share Consolidation~~

①	Date of the Extraordinary General Meeting	Tuesday, December 15, 2020
②	Date of designation as “stock to be delisted”	Tuesday, December 15, 2020
③	Filing of an application to delist the ADSs from the NYSE	Thursday, December 17, 2020 (scheduled)
④	Last trading date of the ADSs on the NYSE	Thursday, December 24, 2020* (scheduled)
⑤	Last trading date for the Common Shares	Monday, December 28, 2020 (scheduled)
⑥	Delisting date of the ADSs	Monday, December 28, 2020* (scheduled)
⑦	Delisting date of the Common Shares	Tuesday, December 29, 2020 (scheduled)
⑧	Effective Date of the Share Consolidation	Monday, January 4, 2021 (scheduled)

(5)

Measures to Avoid Conflicts of Interest

*Not ~~Local~~applicable. ~~time~~

4.	Outline of the Parties to the Absorption-type Merger


		Surviving company (as of September 30, 2020)	Absorbed company (as of November 16, 2020)
(1)	Company name	LINE Corporation	Shiodome Z Holdings GK

(2)	Address	1-6 Shinjuku 4-chome, Shinjuku-ku, Tokyo	9-1 Higashishimbashi 1-chome, Minato-ku, Tokyo

(3)	Name and title of representative	Takeshi Idezawa, President and Representative Director	SoftBank Corp., Representative Member Kazuhiko Fujihara, Executive Officer

(4)	Description of business	Advertising service based on the mobile messenger application “LINE,” core businesses including the sales of stamp and game service, and strategic businesses including Fintech, AI and commerce service.	Business preparation company

(5)	Capital	101,641 million yen	10 million yen

(6)	Founded	September 4, 2000	June 1, 2016

(7)	Number of issued shares	243,715,542 shares	Not applicable

(8)	Fiscal year end	December 31	December 31 (Note)

(9)	Number of employees	(Non-consolidated) 2,832	5

(10)	Main customers	General customers, corporations, etc.	Not applicable

(11)	Main banks	Sumitomo Mitsui Banking Corporation Mizuho Bank, Ltd.	Not applicable

Additional Information for U.S. Investors regarding the Offers



(12)	Major shareholders and shareholding ratio (As of June 30, 2020)	NAVER CORPORATION	72.44%	SoftBank Corp.	100%
		UBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT	2.79%
		Jungho Shin	1.97%
		Hae Jin Lee	1.90%
		MSIP CLIENT SECURITIES	1.32%
		The Master Trust Bank of Japan, Ltd. (Trust Account)	1.29%
		J.P. MORGAN BANK LUXEMBOURG S.A. 1300000	1.20%
		MLI FOR CLIENT GENERAL OMNI NON COLLATERAL NON TREATY-PB	1.14%
		MOXLEY & CO LLC	0.97%
		BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) MOXLEY & CO LLC	0.62%

(13)	Relationships of the Parties
	Capital relationship	Not applicable
	Personal relationship	Not applicable
	Commercial relationship	Not applicable
	Whether considered a related party	Not applicable



(14)		Earnings and financial position over the past 3 years

LINE (consolidated)

Shiodome Z Holdings

Fiscal year

FY12/ 2017

FY12/ 2018

FY12/ 2019

FY3/2018

FY3/2019

FY3/2020

Total capital

¥189,977

million

¥208,514
million

¥174,663

million

¥52
million

¥20

million

¥D2,066
million

Total assets

¥303,439

million

¥486,587
million

¥541,352

million

¥69
million

¥20

million

¥740,753
million

Equity attributable to parent company owners per share

¥779.30

¥833.87

¥659.96

¥259,357

¥99,070

—

Sales revenue

¥167,147
million

¥207,182
million

¥227,485
million

¥156
million

¥0
million

Operating profit

¥25,078
million

¥16,110

million

¥D38,997
million

¥18
million

¥D27
million

¥D4
million

Profit before taxes

¥18,145
million

¥3,354
million

¥D51,616
million

¥18
million

¥D27
million

¥D3,195
million

Net profit attributable to parent company owners

¥8,078
million

¥D3,718
million

¥D46,888
million

¥15
million

¥D22
million

¥D2,085
million

Basic net profit per share

¥36.56

¥D15.62

¥D196.07

¥75,981

¥D110,326

—

Dividend per share

—

¥50,000

—

(Note) Shiodome Z Holdings changed its fiscal year end from March 31 to December 31 on November 16, 2020.

5.	Status after the Absorption-type Merger


		Surviving company (Note)
(1)	Company name	(To be decided)
(2)	Address	(To be decided)
(3)	Name and title of representative	(To be decided)
(4)	Description of business	Holding company
(5)	Capital	(To be decided)
(6)	Fiscal year end	(To be decided)
(7)	Net assets	(To be decided)
(8)	Total assets	(To be decided)


(Note)		As described in the Business Integration Press Release, as part of the Business Integration, the Company will implement a demerger (the “Demerger”) by having all of the Company’s business (excluding the contractual status under the agreements executed by the Company in relation to the ZHD Shares and the Business Integration, and the rights and obligations set out in the agreement relating to the absorption-type demerger) succeeded by LINE Demerger Preparatory Company, a wholly-owned subsidiary of the Company, after the Absorption-type Merger takes effect. Accordingly, the matters set out in the above table concern the Company after the Demerger.

6.	Overview of Accounting

Reverse acquisition accounting is expected to apply to the Absorption-type Merger.

7.	Future Outlook

The Company is examining the impact of the Absorption-type Merger on its financial statements.

Additional Information for U.S. Investors

Copies of the Transaction Statement on Schedule 13E-3 that has been filed together with SoftBank and the NAVER Parties (including any amendments thereto to be filed in the future) are available free of charge on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov. Such documents can also be obtained free of charge by contacting the Company’s Investment Development/IR Office (JR Shinjuku Miraina Tower, 23rd Floor, 4-1-6 Shinjuku, Shinjuku-ku, Tokyo 160-0022, Japan, telephone number: +81-3-4316-2050). Holders of the Company Target Securities are advised to read these documents as they contain important information about the Business Integration.

Forward-Looking Statements

This press release contains forward-looking statements with respect to SoftBank’s, the NAVER Parties’, ~~Z Holdings Corporation~~ZHD’s ~~(President~~ and ~~Representative Director: Kentaro Kawabe) (“ZHD”) and~~ the Company’s current plans, estimates, strategies and beliefs, including, without limitation, the statements made concerning the Business Integration. Forward-looking statements include, but are not limited to, those statements using words such as “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “aim,” “plan,” “likely to,” “target,” “contemplate,” “predict,” “potential” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions generally intended to identify forward-looking statements. These forward-looking statements are based on information currently available to SoftBank, the NAVER Parties, ZHD and the Company, speak only as of the date hereof and are based on their respective current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond their control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented and neither SoftBank, the NAVER Parties, ZHD nor the Company intends to update any of these forward-looking statements. Risks and uncertainties that might affect SoftBank, the NAVER Parties, ZHD, the Company, the Business Integration include, but are not limited to, those relating to:

•

obtaining the requisite consents to the Business Integration, including, without limitation, the risk that a regulatory approval that may be required for the Business Integration is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

•

whether the conditions for the Business Integration will be satisfied or waived;

•

the possibility that, prior to the completion of the Business Integration, ZHD’s and the Company’s businesses and their relationships with employees, collaborators, vendors and other business partners may experience significant disruption due to transaction-related uncertainty;

•

shareholder litigation in connection with the Offers or the Business Integration potentially resulting in significant costs of defense, indemnification and liability; and

•

the risks and uncertainties pertaining to ZHD’s and the Company’s businesses, including in the Company’s case those detailed under “Risk Factors” and elsewhere in the Company’s public periodic filings with the U.S. Securities and Exchange Commission, as well as those detailed in the tender offer materials that has been filed by SoftBank and NAVER, the Solicitation / Recommendation Statement that has been filed by the Company, and the Transaction Statement that has been filed, all in connection with the Offers or the Business Integration.

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