Toshiba has decided to sell its chip unit to a Japan-U.S.-South Korean consortium for around 2.4 trillion yen ($21 billion) following months of talks involving other bidders.
The company's board made the final decision to sell Toshiba Memory to the consortium that it had signed a memorandum with last week to speed up talks on the sale. Toshiba will negotiate exclusively with the group to quickly seal a deal.
The consortium led by U.S. fund Bain Capital includes Innovation Network Corp of Japan, the Development Bank of Japan and South Korean chipmaker SK Hynix Inc, while Apple, Dell and other U.S. technology companies have also joined the group.
Toshiba is rushing to sell Toshiba Memory to avoid reporting negative net worth for a second straight year that would see it face a forced delisting from the Tokyo Stock Exchange.
The board members also considered a revised offer made at the last minute by a group led by Western Digital, which jointly invests in Toshiba's Yokkaichi flash memory plant.
Toshiba said the agreement assumed the deal would weather legal challenges raised by Western Digital..
Commenting on Toshiba's decision, Western Digital said the following:
Our goal all along has been to reach a mutually beneficial outcome that addresses all issues for Toshiba and its stakeholders, and most importantly, ensures the longevity and continued success of the JVs. Throughout our ongoing dialogue with Toshiba, we have remained flexible and have submitted numerous proposals that have specifically addressed all of Toshiba's concerns. 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.
Furthermore, it is troubling that Toshiba would pursue this transaction without SanDisk's consent, as the language in the relevant JV agreements is unambiguous, and courts have entered multiple rulings in favor of protecting SanDisk's contractual rights. Toshiba has also acknowledged and validated SanDisk's legitimate consent rights on multiple occasions.
Western Digital remains confident that SanDisk will succeed on the merits of its arbitration requests filed on May 14, 2017, and July 5, 2017, and those cases continue to move forward in the ICC International Court of Arbitration. In addition, on July 28, 2017, the Superior Court of California for the County of San Francisco entered a stipulated order preventing Toshiba from closing any transfer of its JV interests without providing at least 14 days advance notice to SanDisk.