Toshiba sues Western Digital for ¥120 billion as standoff imperils plans for chip unit sale


Toshiba Corp. filed a lawsuit against its business partner Western Digital Corp. on Wednesday, seeking a court injunction to end the U.S. firms’s efforts to block the sale of a chip unit to a consortium led by Japan, U.S. and South Korean investors.

Toshiba is also claiming damages worth ¥120 billion in a separate suit filed with the Tokyo District Court.

“Western Digital has continually interfered with the bidding process” while spreading false information that Toshiba cannot sell the memory business without consensus from Western Digital’s subsidiary, Toshiba said in a statement.

Toshiba alleges that Western Digital transferred employees at its subsidiary who had access to the joint operation of a flash memory factory so they could leak key information to Western Digital.

The lawsuits are expected to further deteriorate the soured relations between the two firms and might affect Toshiba’s plan to sell Toshiba Memory Corp., a spin-off flash memory unit, by the end of March to improve its devastated financial status.

The move came as Toshiba held its shareholders meeting on Wednesday in the city of Chiba, where the firm said it failed to formally decide on a bidder for the flash memory unit by a self-imposed deadline, as negotiations are still ongoing.

Earlier, the Tokyo-based electronics conglomerate had stressed that it planned to seal the deal by Wednesday to coincide with the shareholders meeting.

“We are deeply sorry for repeatedly causing troubles and worries to our shareholders,” Toshiba President Satoshi Tsunakawa said during the meeting.

Last week, Toshiba chose a government-backed consortium formed by Japanese, U.S. and South Korean investors as a preferred bidder, but the negotiation is taking more time than expected because it involves multiple parties, the firm said.

The consortium includes Innovation Network Corp. of Japan and the Development Bank of Japan — both of which are government-backed bodies — as well as Bain Capital Private Equity LP, a U.S. investment fund, and SK Hynix Inc., a South Korean flash memory manufacturer.

Wednesday’s development only reinforces what has become a widely perceived failing of Toshiba — an inability to accomplish key objectives within expected time frames.

It was just last week that the firm said it was unable to submit its annual financial report by the legal deadline of June 30 and postponed it to August. It has not even been able to finalize its business results for the April-December period of fiscal 2016.

Despite the mounting problems, the shareholders meeting was calm compared with the past ones. Some attendees even cheered on the firm’s efforts, though others still criticized executives.

Toshiki Okamoto from the city of Chiba expressed dissatisfaction over the executives’ tone. “They weren’t answering questions in a sincere manner,” Okamoto, who has held Toshiba shares since 2006, said after the meeting. “They said they would take the situation ‘seriously’ or had ‘a sense of crisis.’ But I don’t think they meant it.”

Okamoto said the firm did not offer any concrete explanations about critical issues — such as how Toshiba chose the consortium as the preferred bidder, especially since they said there were other candidates that reportedly offered more money.

Toshiba has said it chose the three-country consortium from a comprehensive point of view, including preventing prized semiconductor technologies from going overseas and retaining Toshiba employees.

Even if Toshiba formalizes the consortium as the bidder, it remains to be seen whether the sale would proceed smoothly due to Western Digital, which claims that Toshiba cannot sell the chip business without its consent.

Western Digital has also said it will seek ways to resolve the situation through legal means to block the sale. In May, Western Digital took the matter to the International Court of Arbitration at the International Chamber of Commerce. The firm is also seeking an injunction from a court in California to block the sale.

Toshiba has said it does not need Western Digital’s OK to sell Toshiba Memory based on their joint venture contract.

Toshiba desperately needs cash, with its estimated negative net worth reaching a staggering ¥581 billion as of the end of March. The losses stem from its U.S. nuclear unit Westinghouse Electric Co.

The three-country consortium has offered around ¥2 trillion, according to Toshiba.

If Toshiba is unable to recoup the negative net worth by the end of this fiscal year, the company will be delisted from the Tokyo Stock Exchange, which would make it hard for the firm to collect enough cash to put itself on a path toward revival.

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