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Foxconn Details Plan to Buy Toshiba Arm with Apple, SoftBank

Foxconn would hold 25% of the equity, Apple 20%, Kingston Technology Co. 20%, Sharp 15%, SoftBank 10% and Toshiba would keep 10%, Foxconn said.

Taiwan’s Foxconn Technology Group is pressing its case to acquire Toshiba Corp.’s memory chips unit, as the Japanese conglomerate struggles to complete the sale and avoid having its shares delisted from the Tokyo Stock Exchange.

Foxconn has broad support for its offer from Apple Inc., SoftBank Group Corp. and Sharp Corp. and is ready to proceed right away, said Louis Woo, a spokesman for the company, whose primary listed arm is Hon Hai Precision Industry Co. He declined to specify how much Foxconn is offering for the business, but people familiar with the matter have previously said it is bidding more than the two rival groups led by KKR & Co. and Bain Capital.

“The bid speaks for itself. It is deal certainty,” said Woo. “What this customer consortium means is that it will provide steady funds to Toshiba to advance their R&D. At the same time, it’s a guarantee there will be more customers lining up to buy their products when they increase their capacity or have better products.”

Toshiba declined to comment. The industrial and electronics manufacturer is still negotiating with three groups in the auction of its most valuable business, after failing to secure a final deal with the preferred bidder it selected in June. The effort has been hampered by political opposition and litigation from partner Western Digital Corp. Japanese government officials have opposed selling the chips unit to Foxconn because of its close ties to China, home to much of the Taiwanese company’s sprawling manufacturing operation.

Woo detailed the proposed ownership to make the case it is not a Chinese or even Taiwanese bid. Foxconn would hold 25% of the equity, Apple 20%, Kingston Technology Co. 20%, Sharp 15%, SoftBank 10% and Toshiba would keep 10%, he said.

"We just hope the board directors of Toshiba will make decision on commercial terms, on business terms, on technology terms, rather than political terms," Woo said.

Toshiba needs to raise the money by March to repair its balance sheet and avoid being delisted. Any delay could result in it missing that deadline because of the time needed to get regulatory approval and close the deal.

 The Bain group had previously submitted a 2.1 trillion yen (US$19 billion) bid, while the KKR consortium is offering about 2 trillion yen, people familiar with the matter have said.

Woo also made the case that Toshiba is risking its future by delaying. Besides the risk of delisting, he said Toshiba’s chips business will fall behind if it can’t make investments quickly.

He specifically pointed to Samsung Electronics Co.’s announcement last month that it will invest $7 billion on a new fabrication facility in Xi’an, China, as a warning shot for Toshiba. Samsung is the largest maker of memory chips and the plant will focus on NAND flash, the core product of Toshiba’s business.

"You are jeopardizing your future, you are jeopardizing your competitiveness," Woo said.

Any successful bidder would need to stump up enough cash to repair Toshiba’s finances and make major investments in the business, the Japanese company has said. This week, it said it’s going ahead with construction on a new flash-memory plant in northern Japan while it prepares to expand its Yokkaichi semiconductor facility in the country’s west.

The Foxconn group consists of customers that Woo says will help create long-term, stable demand for chipsets, while the other consortiums are led by bankers who will look to cash out, he said. Apple depends on flash memory from Toshiba in its iPhones and iPods, and wants a continued supply so it’s not dependent on Samsung, a rival in the smartphone business.

“We are offering something that I don’t think anyone can refuse," said Woo.

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