In September 2017, Toshiba and the U.S. investment fund Bain Capital signed a sale agreement for the storage subsidiary 'Toshiba Memory'. The sale is premised on the antimonopoly review of countries.
Success or failure depends on the Chinese government
The review of the United States, Japan, and other countries has successfully concluded, but the review of the Chinese government, which was regarded as the biggest obstacle, was not launched until December 2017. Generally speaking, the review time is 4 months. The target for the sale was originally scheduled to be completed by the end of March. At the time, it was worrying. In fact, it was not passed by the end of March.
The Chinese government targets companies that sell a certain number or more of products in global and Chinese markets, and conducts anti-monopoly reviews at the time of merger and transfer of business rights. China has defined semiconductors as a policy industry, and sold them around Toshiba Memory. There are many opinions that the review will be long-term.
If the sale has been stalemate, the previously planned investments of Toshiba and Toshiba Storage may be forced to adjust.
Toshiba Memory is building a new factory at its main Yokkaichi plant in Yokkaichi, Mie Prefecture. It plans to build a new factory in Kitakami, North Iwate, and will start building a plant during the year. A Toshiba executive revealed that 'we will not be able to afford a huge amount in the future.' The risk of investment' is one of the reasons for the sale of the storage business.
Bain Capital and others are planning to inject investment funds after the acquisition of the memory business. The more delayed the transaction, the more likely it is that Toshiba’s burden will increase. In the context of a huge investment by rival Samsung Electronics, if the investment is slow , Toshiba Memory's corporate value may be affected.
According to the transfer agreement between Toshiba and Bain Capital, after April, Toshiba will acquire the right to terminate the contract under certain conditions. Bain Capital will also be given the right to terminate the contract in July. If the transaction is delayed for a long time, the opposition will need to be opposed. Shareholders' interest in this transaction has drawn more attention.
On April 3, Che Guchang, chairman of Toshiba’s president and chief executive officer (CEO), said in an interview on the 3rd, 'We strive to complete the sale as soon as possible’ and also stated that '(such as the storage of such business) is not a bad thing in the right amount of business'.
Toshiba’s shareholder capital is 460 billion yen at the end of March, and the shareholder capital ratio is expected to be 11%. However, Toshiba’s end-December 2017 was bearing 1.1 trillion yen interest-bearing liabilities due to bank borrowings.
The main transaction bank has been urging Toshiba to sell the memory business in order to ensure the recovery of loans and credit lines. If Toshiba receives a sale of 2 trillion yen, it plans to use it to secure growth and repay bank loans. If the transaction process is stagnant Long-term, it may affect the financial strategy.
Lose the main cash cow
Toshiba is scheduled to hold a regular shareholders' meeting in late June. In order to curb the spread of anti-salvage voices by some shareholders, it hopes to complete the sale by the end of June.
However, even if the sale is completed, Toshiba's reconstruction will face many problems due to the loss of its memory business as the largest cash cow.
Toshiba still can't find any other business with annual operating profit of over 100 billion yen like storage. The social infrastructure business such as elevators and railways, which are positioned as the profit pillar of 'New Toshiba', is also facing saturation in the domestic market.
In overseas countries, the thermal power generation related businesses such as gas turbines, which are Toshiba's strengths, are experiencing sluggish growth due to renewable energy such as solar energy and wind power. Che Gu also said that 'we need to strengthen our basic operating capabilities'.
In addition, corporate governance reform, which has become a hotbed of business crisis, is also a topic. The nominating committee of the management team is composed of only independent directors in principle. It changes the majority of the directors to independent directors and strengthens the external supervision function. In November 2017, Toshiba will The number of executive directors was reduced from 23 to 15, streamlining the operating system.
In 2015, the Toshiba financial fraud scandal was exposed. Since then, the internal management system has improved, but a Sun company discovered the problem of accounting for non-compliance costs in December 2017. To promote business restructuring, it is also necessary to ensure transparency in corporate culture reforms. .