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Foxconn Wants Earnings Clarity Before Finalizing Sharp Deal

March 15, 2016
Among the reported new information for Foxconn to consider: 300 billion yen — about $2.6 billion — in potential liabilities for restructuring and layoffs.

Foxconn Technology Group is delaying finalization of its deal for Sharp Corp. to get a clear understanding of the Japanese company’s performance in the current quarter, increasing the chances an agreement won’t be reached this month, according to people familiar with the matter.

Foxconn, which agreed to pay more than 600 billion yen ($5.32 billion) for control of Sharp, has asked the Osaka-based company and its auditor for the latest financial results, said the people, who wouldn’t be identified because the matter is private. Sharp had forecast an operating profit of 10 billion yen ($88.65 million) for the fiscal year that ends this month, though analysts estimated the company will have an operating loss of about 24 billion yen ($212.76 million).

Sharp’s board voted to accept Foxconn’s offer last month over a competing bid from Innovation Network Corp. of Japan, a government-backed investment fund that planned to pay about 300 billion yen ($2.66 billion). Just hours after the board decision, Foxconn said it would postpone finalizing the agreement until it could work through material new information it had received from Sharp. That information included about 300 billion yen in potential liabilities for restructurings and layoffs, people familiar with the matter said.

“A fourth-quarter loss for Sharp is a given, there aren’t likely to be deal-breaking surprises there,” said Atul Goyal, an analyst at Jefferies Group LLC. “This looks like another negotiating ploy by Foxconn.”

Foxconn is negotiating with Sharp’s banks to mitigate the costs of those liabilities. Under certain circumstances, Foxconn may seek to reduce the 100 billion yen ($886.49 million) it had planned to pay Mizuho Financial Group and Mitsubishi UFJ Financial Group for preferred stock they hold in Sharp, according to a different person familiar with the matter.

Foxconn’s lawyers and bankers have sorted through the contingent liabilities and concluded earlier this month they will likely not require major changes in the board-approved deal, people familiar with the matter have said. The Taiwanese company is taking extra precautions with the period’s financial results because of the last-minute notice about the liabilities, the people said.

“Sharp and Foxconn have not set a signing date. Both companies are working hard to reach a satisfactory agreement as soon as practically possible,” said Toyodo Uemura, a spokesman for Sharp. Foxconn didn’t immediately respond to inquiries sent to its media department.

Sharp has forecast a 10 billion yen ($88.65 million) operating profit for the year ending March 31 and didn’t give net income or quarterly outlooks. The company will probably report a net loss of 23.9 billion yen ($211.87 million) in the final three-month period, according to an average of four analyst estimates compiled by Bloomberg.

The company has been losing money for years and its need for financial support set off the takeover battle between Foxconn and INCJ last year. Its cash totaled 208.5 billion yen ($1.85 billion) at the end of December, according to data compiled by Bloomberg.

Sharp faces the expiration of 510 billion yen ($4.52 billion) in credit lines and loans on March 31. The company’s banks have pushed for a bailout agreement before those loans are renewed, people familiar with the matter have said.

By Takashi Amano, Pavel Alpeyev and Shingo Kawamoto

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