September 28, 2017 9:12 pm JST

Botched press conference may presage tough times for chipmaker

Bain-led group closed deal on Toshiba Memory, but miscommunicated on event

SHOTARO TANI, Nikkei staff writer

Bain Capital Managing Director Yuji Sugimoto speaks to the media in Tokyo on Sept. 28. © Reuters

TOKYO -- It was a moment that showed tough times may lay ahead for the Bain-led Japan-U.S.-South Korea consortium and Toshiba Memory.

"We will have to cancel the press conference," Yuji Sugimoto, Bain's representative in Japan, told the gathered media on Thursday evening. Having finalized a deal with Toshiba to acquire its prized memory unit with its three-nation consortium earlier in the day, Bain called the media conference to explain the details of the deal.

The gathering was supposed to start at 5:30 pm at a hotel in Tokyo, but due to "technical issues," was initially delayed for about 10 minutes. Then came Sugimoto's comments on cancelling the event.

Sugimoto said that because of the importance of the deal to Japan, Bain had always felt it necessary to hold a press conference. The problem: Bain did not tell other consortium members of the event until after the deal had been signed. It was also part of the signed deal that all members had to agree for anyone to hold a press conference. "Several members said they did not want us to hold a press conference. We ran out of time" to convince the other members, Sugimoto revealed, visibly shaken by the harsh words from angry members of the media who demanded a more thorough explanation.

Sugimoto said the failure of the press conference was due to miscommunication on Bain's part. He added that despite the mixup, all the consortium members were on the same page with regards to the contract, as well as the operation of Toshiba Memory.

In a way, the botched press conference is the culmination of the mess the sale of Toshiba Memory was in from the start.

Toshiba initially wanted to offload Toshiba Memory by the end of June, prioritizing negotiations with the consortium headed by Bain. A deal failed to materialize, and, pressured by its major lenders who wanted an early resolution to the saga, Toshiba started negotiations with a consortium led by its business partner Western Digital in August.

That negotiations also hit a snag, with Toshiba executives angry at Western Digital for "agreeing to things at the negotiating table, but failing to reflect that agreement in documents," prompting the Japanese company to announce it would once again prioritize the Bain consortium, with the 2 trillion yen ($17.7 billion) deal finally concluding on Thursday.

The membership of the Bain-led group also changed during the negotiations. The group initially consisted of Bain Capital, the Innovation Network Corp. of Japan and the Development Bank of Japan as well as the South Korean chipmaker SK Hynix; aside from Bain and SK Hynix, the consortium now counts Japanese medical technology company Hoya, as well as Apple, Dell, Kingston Technology and Seagate Technology of the U.S. in its ranks.

INCJ and DBJ are no longer part of the financing of the deal, but Toshiba said they have expressed interest in investing "at a later time, subject to satisfaction of certain conditions."

Bain's gaffe also calls into question the three-nation consortium's ability to run a company in a difficult state.

Competition in the flash memory market is fierce, with the likes of Samsung Electronics having a strong market share. It is an industry that changes rapidly, with quick decisions needed to make investments.

Under the deal, the U.S. companies will not hold any voting rights in Toshiba Memory, with Bain and Toshiba Memory management set to conduct daily operations. SK Hynix will also be firewalled from accessing proprietary information. However, as part of the group, they will need to be consulted in some form.

The consortium also has Western Digital's litigation to worry about. The U.S. company insists that transferring the memory operations without its consent would run afoul of joint-venture agreements. The American hard-drive manufacturer took the dispute to the International Court of Arbitration in May, seeking to block the sale.

Can a group of people who could not even agree to hold a press conference form a united front against Western Digital, let alone effectively run a company? It is too early to say, but the angry media people who gathered at the small hotel conference room probably have only one answer.

Toshiba Corp.

Japan

Market(Ticker): TKS(6502)
Sector:
Industry:
Consumer Durables
Electronics/Appliances
Market cap(USD): 12,847.53M
Shares: 4,237.60M
Asia300

SK hynix, Inc.

South Korea

Market(Ticker): KRX(000660)
Sector:
Industry:
Electronic Technology
Semiconductors
Market cap(USD): 54,349.24M
Shares: 728.00M

HOYA Corp.

Japan

Market(Ticker): TKS(7741)
Sector:
Industry:
Health Technology
Medical Specialties
Market cap(USD): 21,818.46M
Shares: 389.77M
Asia300

Samsung Electronics Co., Ltd.

South Korea

Market(Ticker): KRX(005930)
Sector:
Industry:
Electronic Technology
Telecommunications Equipment
Market cap(USD): 345,471.43M
Shares: 148.18M

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