Toshiba agrees to sell memory chip unit to Bain-led group

Shoppers look at Toshiba Corp's Regza television at an electronics store in Yokohama, south of Tokyo. PHOTO: REUTERS
Shoppers look at Toshiba Corp's Regza television at an electronics store in Yokohama, south of Tokyo. PHOTO: REUTERS

TOKYO (BLOOMBERG) - Toshiba Corp.'s board has agreed to sell its flash memory chip unit to a group led by Bain Capital for 2 trillion yen (S$24.2 billion), taking an important step toward ending a contentious bidding process that has stretched over eight months.

The Bain consortium includes backing from Japanese and overseas companies, including Toshiba, which will reinvest 350.5 billion yen, the company said in a statement. Apple, Dell, SK Hynix and Japan's Hoya Corp., will provide financial support, according to people familiar with the situation. The iPhone maker played a crucial role in swinging momentum in the tumultuous auction to the Bain offer.

Toshiba is selling off its chips business to pay for billions of dollars in losses in its US nuclear business. The company needs to raise the money by March to avoid seeing its shares delisted from the Tokyo Stock Exchange. Toshiba expects the deal to close by March 31 and aims to restore a positive net worth by the end of the fiscal year, according to the statement.

The auction has been complicated by legal action from Western Digital Corp., which has argued it should have veto rights in any sale because of its partnership with Toshiba in the chips business. The Japanese company disputes that and sued Western Digital for more than US$1 billion for interfering in the auction.

Western Digital has sued in court and filed for arbitration in California to make its case. As part of Wednesday's agreement, Bain agreed to complete a deal regardless of the legal challenges, according to people familiar with the matter. 

If the dispute with Western Digital is unresolved at closing, three joint ventures between Toshiba and Western Digital would not be transferred to Bain and the purchase price would be adjusted, said one of the people, asking not to be identified because the matter isn't public. The joint ventures are worth less than 5 percent of the chips unit, the person said.

The Bain-led group was identified as a preferred bidder almost three months ago, but the process has been delayed by the lawsuits, government opposition and corporate indecision. Toshiba chose Bain over a group led by KKR & Co. and two state-backed funds, Innovation Network Corp. of Japan and Development Bank of Japan.

Western Digital had originally been part of the KKR group, but agreed to withdraw because of opposition from Toshiba.