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Toshiba agrees to sell its memory business to Bain-led consortium

Toshiba says that will sell all shares of Toshiba Memory Corporation (TMC), to K.K. Pangea (Pangea), a special purpose acquisition company formed by a Bain Capital Private Equity LP led consortium and to enter into a Share Purchase Agreement (SPA) with Pangea.
With the aim of ensuring a stable business transfer, Toshiba will invest JPY 350.5 billion (EUR 2.62 billion) in Pangea, and Toshiba will also be entitled to related financial benefits, such as dividends.

Prior to the transfer of TMC’s stock to Pangea, Bain Capital, Japanese and non-Japanese companies, and Toshiba intends to make investments into Pangea, acquiring Pangea’s common stock, convertible preferred stock and non-convertible preferred stock. The total purchase price for the share transfer is planned to be JPY 2 trillion (about EUR 15 billion).

Western Digital has sought to prevent the sale of the interests of the Joint Ventures to any third party, and the two parties are currently engaged in litigation and arbitration. Western Digital has sought an injunction preventing the transfer of the JV interests in the US courts and has also initiated arbitration against Toshiba before the International Chamber of Commerce’s International Court of Arbitration. The SPA contemplates that the sale of TMC may be consummated pursuant to the terms of the SPA, even if the JV interests have not been transferred to TMC prior to the closing.

Also, 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 expressed their interest in investing in Pangea or TMC at a later time, Toshiba writes.

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December 13 2017 10:15 PM V8.9.2-2