Toshiba talks to sell chip business hits impasse

The timing of payments for the business and governance issues are causing problems

Toshiba's talks to sell its chips business to a consortium led by Bain Capital hit an impasse over the timing of payments for the business and governance issues, according to people familiar with the matter, casting doubt on the company's ability to complete a deal quickly.

The Bain group wants to make cash payments after Toshiba resolves a legal dispute with partner Western Digital, while Toshiba wants the money earlier, said the people, asking not to be named because the matter is private.

Toshiba president Satoshi Tsunakawa said last week the company would hold talks with other possible acquirers because it hadn't been able to reach final terms with the the Bain group, which had been designated the preferred bidder, without explaining the reasons. After a multi-billion writedown in its US nuclear business, Toshiba needs to complete the chip unit sale by March or face delisting from the Tokyo Stock Exchange.

The Japanese icon is preparing for delisting even as it tries several strategies to complete the chip sale in time, the people said. On one hand, the company is putting pressure on Western Digital to withdraw its complaint, threatening to cut off access to future chip production the US company needs. On the other, Toshiba is considering alternative bidders such as Foxconn Technology Group, which had earlier expressed interest in the business, the people said.


Tsunakawa, who had originally said he planned to have a definitive agreement by June, said during a press conference after earnings last week that the company wants to avoid delisting.

“The basic motivation for staying listed is that we do not want to inconvenience our shareholders and investors,” he said. “When it comes to delisting, we also need to consider the negative impact it would have on broader markets.”

He added that Toshiba remains open to cooperation with Western Digital if the two companies can find common ground. Toshiba needs to reach final deal terms by late August or early September to be able to close the sale by March, after antitrust and other government reviews, the people said.

A spokeswoman for Toshiba didn’t return calls seeking comment. Bain declined to comment.

The Bain group includes government-backed Innovation Network of Japan and Development Bank of Japan, as well as SK Hynix. The consortium offered 2.1 trillion yen ($19 billion) for the chips unit, people with knowledge of the matter have said. Another sticking point however is Hynix's role in the bid: the South Korean company is providing debt for the bid, but wants to be able to take an equity stake in the future, the people said. That's a problem for Toshiba because such terms may subject the offer to an antitrust review and possible opposition from the Japanese government, the people said.

The dispute between Toshiba and Western Digital has turned ferocious in recent weeks.

The US company has asserted that as a partner in the chips business it has rights in any sale, while Toshiba contends it does not. Western Digital has filed for arbitration in California, a process that threatens to delay the chip sale and force Toshiba's delisting. Toshiba, in turn, has sued Western Digital for more than $1 billion in damages.

Toshiba is selling its prized semiconductor business, which makes storage chips for everything from iPhones to data centers, to pay for a devastating foray into the US nuclear business. The company had to take the multi-billion writedown because of project delays and cost overuns at its Westinghouse Electric unit. The business has filed for bankruptcy in the US

On Thursday, Toshiba reported a 965.7 billion yen net loss for the year ended March 31st and forecast 230 billion yen in net income for the current fiscal year. The company’s auditor, PricewaterhouseCoopers Aarata, gave a qualified endorsement of the figures, a milestone for the company that has been on a watchlist for possible expulsion from the Tokyo Stock Exchange since September 2015.