After waiting more
than a year to learn the fate of its memory chip business, Toshiba Corp.
investors are going to have to hold on a little longer.
The Japanese technology
giant said Friday it’s missed an initial deadline to close the JPY 2
trillion ($19 billion) sale of the division by the end of March, pushing
back the disposal of its biggest business by at least a month.
The deal with a group
led by Bain Capital has so far failed to win approval by Chinese regulators as
they weighed the impact on the world’s biggest market for semiconductors. Under
the agreement’s terms, the new deadline for closing would then be May 1, and
Toshiba would need regulatory approval by April 13 to meet that.
Toshiba, which
invented NAND chip technology, put the memory business on the auction block in
2017 as it sought to repair a balance sheet hammered by billions of dollars
worth of losses from a push into nuclear energy. If the Bain deal falls apart,
Toshiba has at least three options: re-negotiate the terms, potentially at a
higher price, take the memory chip business public or retain the division.
“Most investors
operate under an assumption that the sale will eventually go through,” said
Hideki Yasuda, an analyst at Ace Research Institute. “But if it doesn’t, there
is really no downside for Toshiba.”
Officials at China ’s
Ministry of Commerce are said to be concerned about the role of SK Hynix, which
is part of Bain’s group. The South Korean chipmaker may end up with a
significant stake in the business, consolidating power among the top players,
people familiar with the matter have said. The ministry could also impose
conditions that would materially impact the value of the business, such as
requiring Toshiba to freeze prices or separate its solid state disk and chip
memory operations.
Toshiba has yet to
obtain approval from “some antitrust authorities” but still plans to go ahead
with the sale as soon as possible, the company said in a statement on Friday.
While the Tokyo-based
company struck the deal with Bain when it was desperate to raise cash and avoid
a de-listing, it no longer needs the money. Toshiba boosted its capital with a
410 billion yen nuclear asset sale and JPY 600 billion of new stock. At
the same time, the memory chip business has become even more valuable: It
generated JPY 205 billion in operating income in the fiscal first half,
almost 90 percent of the company’s total.
Making any changes
would require navigating a broad group of stakeholders. Sumitomo Mitsui Banking
Corp. and Mizuho Financial Group, Toshiba’s main lenders, have helped the
company stay afloat and are keen to be repaid, Ace’s Yasuda said. The banks
will play a key role in any decision and won’t easily change their support for
the current terms of the deal, he said.
The deal’s prospects
beyond the May deadline become murkier. The issuance of new shares in December
brought in new shareholders that could take a more active role in the
electronics maker’s affairs. A total of about 60 funds, including David
Einhorn’s Greenlight Capital, Daniel Loeb’s Third Point and Effissimo Capital
Management Pte, hold about a third of Toshiba. A general shareholders meetingscheduled for late June could give them an opportunity to agitate for a better
deal.
“These new
shareholders bought in with expectations of growth,” Yasuda said. “They are the
ones that are likely to think that Toshiba is better off with the chips as part
of the group.”
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