Cook weighs Apple’s biggest deal yet to protect chip supply

Bloomberg

It’s been a busy week for Apple Inc. While Chief Executive Officer Tim Cook showed off the 10th anniversary iPhone in California, his lieutenants worked half a world away on what may become the company’s largest deal ever.
Apple is in talks to invest about $3 billion in Toshiba Corp.’s memory chips business as part of a consortium led by Bain Capital, according to people familiar with the matter. Apple plans to take an equity stake that could total 16 percent in a group that also includes Dell Inc., Seagate Technology Plc and SK Hynix Inc., they said. That support convinced Toshiba to sign a memorandum of understanding with Bain and work toward a final agreement this month, they said. If the agreement is completed, it may exceed Apple’s largest deal yet, the
$3 billion acquisition of Beats Electronics LLC.
Apple is interested in the chip unit because of the strategic importance of flash memory. The compact chips are essential for its iPhones and iPods, storing every photo, video clip and animoji. Only a handful of companies make the highest-end technology and the dominant player is Samsung Electronics Co. The last thing Cook wants is to end up dependent on his archrival in smartphones, so he wants Toshiba’s chips unit to stay healthy.
“A lot of this is opportunism,” says Mark Newman, an analyst with Sanford C. Bernstein in Hong Kong. “If Apple is involved, then they have a little bit more say in the industry structure.”
Toshiba has been in negotiations since January to sell off its chips business and pay for a losses in its nuclear business. The sale has been held up because Western Digital Corp., a joint venture partner with Toshiba in the chips business, has argued it has rights in any sale and filed for arbitration in the US Toshiba needs to raise the money by March to avoid seeing its shares delisted from the Tokyo Stock Exchange. Toshiba declined to comment.
Apple is helping swing the deal away from Western Digital, one of the Cupertino, California company’s own suppliers that tried to buy the chips unit with KKR & Co. Apple has actively opposed Western Digital’s bid, in part because it would concentrate power within the chips industry, the people said. Apple spokesman Josh Rosenstock declined to comment.
John Connaughton, Bain’s co-managing partner, confirmed the firm is working with Apple and Dell, without disclosing details of the negotiations.
“There’s a lot of people that want Toshiba Memory to be an independent company,” he said in an interview on Bloomberg Television. “The management is really aligned with us and supports us because we will be that party that retains that independence.”
Bain issued a statement identifying Seagate and Kingston Technology Co. as partners as well. The U.S. firm said it would honor Western Digital’s contractual terms but that the company is “over-reaching” in asserting its rights. Nand flash memory chips are among the most expensive components of the iPhone and the market for the chips is concentrated in the hands of just six suppliers, with Samsung holding more than 40 percent. For the iPhone maker, Toshiba’s 18 percent falling completely into the hands of another supplier would further narrow its options and make pricing negotiations tougher. Western Digital had a 13 percent slice of the market last year and SK Hynix accounted for an similar portion, according to researcher IDC.
Led in Japan by managing director Yuji Sugimoto, Bain worked through spring and early summer to assemble a bid with two state-backed funds, Innovation Network Corp. of Japan and Development Bank of Japan. The consortium offered about $19.1 billion and was selected as the preferred bidder in June. But as Western Digital and CEO Steve Milligan became increasingly vocal in its opposition, INCJ and DBJ decided to pull back.
Japan’s Ministry of Economy, Trade and Industry then encouraged Toshiba to accept the rival offer from KKR and Western Digital, people familiar with the matter said at the time, in an effort to end the litigation and reach a deal quickly. But Yasuo Naruke, head of Toshiba’s chips business, resisted the proposal, the people said.