Toshiba Acts to Speed Sale -- WSJ

By Mayumi Negishi Features Dow Jones Newswires

Toshiba Corp. is undoing a spinoff of its joint venture with Western Digital Corp. in its latest bid to accelerate the sale of the Japanese technology giant's flash memory chip unit and survive.

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Toshiba, whose clients include Apple Inc. and Nintendo Co., said it would transfer the joint venture back to the core Toshiba group, and remove that part of its chip unit from a sale. The company says the joint venture includes manufacturing equipment, but not the key NAND flash manufacturing processes or the plants or engineers in Japan.

The move defuses Western Digital's claim that the sale of the chip unit to a third party would be a breach of its joint venture rights, Toshiba's lawyers said in a letter dated Wednesday.

But Western Digital, which claims exclusive rights to buy the chip unit, said in a statement the move doesn't resolve its concerns. The U.S. chip maker, which has threatened to sue Toshiba's banks and potential bidders, said it would continue to seek arbitration to prevent a sale of the unit to a third party. Arbitration could take a year to resolve.

The legal wrangle over the chip unit sale, which analysts say could bring $20 billion or more and keep Toshiba afloat, is alarming Toshiba's stakeholders and Japanese policy makers. Toshiba's banks want signs the sale will proceed smoothly, and the company has said it hopes to secure a buyer by the end of June.

Western Digital took over SanDisk Corp.'s stake in the chip venture when it acquired SanDisk last year. It says it has the right to block any effort by Toshiba to sell its chip unit because of what it describes as its rights under Toshiba's contracts with SanDisk.

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Toshiba said that even if those rights exist -- a point it disputes -- they would be triggered only by a sale of the assets Toshiba now says it will hold on to.

"Toshiba is not -- and never has been -- in breach of any of the agreements related to the JVs or its NAND flash manufacturing business," the company's lawyers said in the letter. "This transfer back, however, puts this matter to rest, to the benefit of our process and stakeholders."

The much-needed sale of the chip unit would cover losses at Toshiba's nuclear affiliate, Westinghouse Electric Co., which filed for chapter 11 bankruptcy protection in March. Toshiba -- whose liabilities continue to exceed its assets -- needs to complete the sale by March to remain listed on the Tokyo bourse.

Besides Western Digital, bidders for Toshiba's chip unit include Foxconn Technology Group of Taiwan, SK Hynix Inc. of South Korea and U.S.-based Broadcom Ltd.

Toshiba is the world's No. 2 flash-memory maker after South Korea's Samsung Electronics Co.

Toshiba said earlier Wednesday it won't be able to win auditors' approval for its earnings results for the year ended in March by its annual shareholders' meeting on June 28. If Toshiba is unable to receive auditor approval by the end of June, it increases the risk the Tokyo Stock Exchange finds its corporate governance lacking and delists its shares. Toshiba's stock fell 3.4%.

Write to Mayumi Negishi at mayumi.negishi@wsj.com

(END) Dow Jones Newswires

June 01, 2017 02:47 ET (06:47 GMT)