Toshiba issued a statement today that it has entered into a non-binding memorandum of understanding to sell its flash memory operation. While yesterday's rumors indicated Toshiba would be selling to a consortium led by Western Digital, it appears the storage giant has suffered a defeat.
The winning proposal was made by a consortium that consists of private equity firm Bain Capital, as well as the Innovation Network Corporation of Japan and the Development Bank of Japan. Negotiations will continue on the basis of the bid by the Bain-led consortium but Toshiba doesn't rule out the possibility of further negotiations with other interested parties. Toshiba hopes to achieve a stock purchase agreement by the end of the month.
TOKYO--(BUSINESS WIRE)--Toshiba Corporation (TOKYO:6502) (Toshiba) has entered into a memorandum of understanding (MOU) with Bain Capital Private Equity LP (Bain), the lead member of a consortium currently bidding to acquire Toshiba Memory Corporation (TMC), memorializing the parties’ intent to negotiate a mutually satisfactory definitive agreement for the sale of TMC by the end of this month. The decision to enter into the MOU was made by Toshiba’s Board of Directors at its meeting today.
As Toshiba stated in its August 31 announcement, “Update on the Sale of Toshiba Memory Corporation,” Toshiba has been in continuing negotiations with three consortia of potential purchasers of TMC: a consortium that includes the Innovation Network Corporation of Japan, Bain and Development Bank of Japan; a consortium that includes Western Digital; and a consortium that includes Hon Hai. In the course of these negotiations Bain has come forward with a new proposal. Toshiba’s Board of Directors has determined to continue negotiations with the Bain-led consortium on the basis of this new proposal, and the company will work to expedite the conclusion of a stock purchase agreement by the end of September. Toshiba hereby announces that it has accordingly entered into a non-binding MOU with Bain. The signing of this MOU does not eliminate the possibility of negotiations with other consortia.
“Toshiba intends to reach a definitive agreement that fully meets our objectives at the earliest possible date,” said Dr. Yasuo Naruke, Senior Executive Vice President of Toshiba. “The sale of TMC must promote further growth of TMC’s memory business, and return Toshiba group to positive equity.
Dr. Naruke further stated: “The memory business is highly time sensitive. It requires timely investments, accelerated product development, and the ability to quickly ramp-up large-scale production capacity. TMC is now proceeding with a unilateral investment in manufacturing equipment for the Fab 6 clean room at its Yokkaichi Operations, and we aim to increase the output of 3D Flash memory at Yokkaichi to approximately 90% of capacity in FY2018. Moving forward, we will continue to make timely investments to expand operations to meet growing market demand.”
Western Digital has a flash memory joint-venture with Toshiba and is one of the interested parties to acquire Toshiba's chip business. WD says it will continue its litigation against Toshiba as it believes the spin-off and sale of Toshiba's memory unit violates the terms of the joint-venture agreement:
Western Digital Corp. (NASDAQ: WDC) today commented on Toshiba Corporation’s (“Toshiba”) statement regarding the transfer of its interests in its NAND flash-memory joint ventures operated with Western Digital’s SanDisk subsidiaries (“JVs”):
We are disappointed that Toshiba would take this action despite Western Digital’s tireless efforts to reach a resolution that is in the best interests of all stakeholders. Throughout our ongoing dialogue with Toshiba, we have been flexible, constructive and have submitted numerous proposals to specifically address Toshiba’s stated concerns. Our goal has been — and remains — to reach a mutually beneficial outcome that satisfies the needs of Toshiba and its stakeholders, and most importantly, ensures the longevity and continued success of the JVs.
Furthermore, it is surprising that Toshiba would continue to pursue a transaction with a consortium led by Korea-based SK Hynix Inc. and Bain Capital Japan without SanDisk’s consent, as the language in the relevant JV agreements is unambiguous, and multiple courts have ruled in favor of protecting SanDisk’s contractual rights. We remain confident in our ability to protect our JV interests and consent rights.
Western Digital’s arbitration requests filed on May 14, 2017, and July 5, 2017, continue to move forward in the ICC International Court of Arbitration.