Notice on the Signing of a Share Purchase Agreement with a Bain Capital-Led Consortium for the Sale of Toshiba Memory Corpora...
2017年9月28日 - 4:30PM
ビジネスワイヤ(英語)
Toshiba Corporation’s Board of Directors (TOKYO:6502) (Toshiba),
as announced on September 20, 2017, “Notice on the Sale of Toshiba
Memory Corporation,” has approved the sale of all shares of Toshiba
Memory Corporation (TMC), a wholly owned subsidiary of Toshiba, to
K.K. Pangea (Pangea), a special purpose acquisition company formed
and controlled by a Bain Capital Private Equity, LP (including its
affiliates, Bain Capital)-led consortium (the Consortium). Today,
Toshiba has entered into a Share Purchase Agreement (SPA) with
Pangea. An outline of the agreement follows.
1.
Names of Seller and Purchaser
Seller: Toshiba Corporation Purchaser: K.K. Pangea
2.
Target Shares
All shares of TMC
3.
Purchase Price
Two trillion yen This amount is based on estimated debt,
working capital, and capital expenditures by Toshiba and TMC. Any
discrepancy with actual figures will be addressed by a purchase
price adjustment determined after the closing of the share
purchase. If the shares held by Toshiba in three joint venture
entities* are not transferred to TMC, the estimated value of such
shares in the joint ventures as of the end of the month before
closing will be deducted as a purchase price adjustment.
*Flash Partners, Ltd., Flash Alliance, Ltd. and Flash Forward, Ltd.
are three joint ventures between Toshiba, SanDisk LLC, a subsidiary
of Western Digital Corporation, and certain SanDisk subsidiaries
for the joint investment in equipment used at TMC’s Yokkaichi
facilities in the production of NAND Flash Memory.
4.
Outline of Investment in Pangea
Pangea will fund the acquisition of TMC directly or indirectly
from: Toshiba 350.5 billion yen (re-investment); Bain Capital 212
billion yen; Hoya Corporation (Hoya) 27 billion yen; SK hynix, Inc.
(SK hynix) 395 billion yen; US investors 415.5 billion yen. In
addition, Pangea intends to secure loans in the amount of
approximately 600 billion yen from financial institutions and
banks.
US investors are comprised of Apple Inc.,
Kingston Technology Corporation, Seagate Technology plc, and Dell
Technologies Capital.
With Toshiba and Hoya’s investments, Japan-based companies
will hold more than 50% of the common stock in Pangea, and going
forward Japan-based companies will continue to hold a majority.
After the TMC shares are transferred to Pangea, Bain Capital and
TMC management will lead TMC’s business operations to secure
continuous growth.
The US investors will not acquire any
common stock or voting rights over TMC. In addition, SK hynix will
be firewalled from accessing TMC proprietary information and will
not permitted to own more than 15% of the voting rights in Pangea
or TMC for a period of 10 years as provided by the terms of the
agreement.
Innovation Network Corporation of Japan (INCJ) and
Development Bank of Japan Inc. (DBJ), which operate as neutral,
independent organizations dedicated to promoting industrial
competitiveness, have also expressed their interest in investing in
Pangea or TMC at a later time, subject to satisfaction of certain
conditions. Toshiba plans to leave decision-making in respect of
the exercise of a portion of its voting rights held in Pangea to
INCJ and DBJ, while Toshiba will retain the right to exercise these
voting rights in its own discretion in certain circumstances.
5.
Fundamental Conditions for Execution of
the TMC Share Transfer
(1) Securing antitrust approvals in certain
jurisdictions (2) Securing certain approvals in respect of national
security (3) No prohibition of the share transfer by a governmental
authority (for reasons other than (1) above) (4) Agreement to the
share transfer by the general meeting of Toshiba shareholders,
under Article 467 (1) (ii) of Japan’s Companies Act
Western Digital Corporation (Western Digital) has sought to prevent
a transfer of Toshiba’s interests in certain Joint Ventures between
Toshiba and SanDisk LLC (SanDisk), a subsidiary of Western Digital,
to any third party. Toshiba and SanDisk are currently engaged in
litigation and arbitration. The SPA contemplates that the sale of
TMC will be consummated even if the Joint Venture interests have
not been transferred to TMC prior to the closing, unless the
transfer of TMC’s stock itself is blocked by an injunctive order.
Upon satisfaction of all conditions, the closing of the
share transfer will be on the first business day of the month
immediately following the month in which the conditions are
satisfied or waived. If such conditions are not satisfied or waived
at least 11 business days prior to the first business day of such
month, then the closing shall take place on the first business day
of the following month. If the conditions are satisfied or waived
during the period starting on February 15, 2018 and ending on the
end of March 23, 2018, the closing shall occur on March 30, 2018.
The SPA requires both Toshiba and Pangea to use their
reasonable best efforts so as to complete the closing (including
obtaining certain approvals from lease investors, cooperating on
settling imposts and taxes after the share transaction, and taking
measures to secure certain loans to Pangea), and Toshiba intends to
close by the end of March 2018.
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version on businesswire.com: http://www.businesswire.com/news/home/20170928005485/en/
Media ContactToshiba CorporationKaori Hiraki,
+81-3-3457-2100Public Relations & Investor Relations
Divisionmedia.relations@toshiba.co.jpFax: +81-3-5444-9202