Sale of Toshiba Memory Corporation Approved by Toshiba's Shareholders
24 Ottobre 2017 - 08:33AM
Business Wire
Toshiba Corporation (TOKYO: 6502) today held an extraordinary
shareholders’ meeting where Toshiba’s shareholders approved the
Share Purchase Agreement (SPA) previously entered into with K.K.
Pangea (Pangea), a special purpose acquisition company formed by
the consortium led by Bain Capital Private Equity, LP (including
affiliates of Bain), for the sale of all shares of Toshiba’s
wholly-owned subsidiary Toshiba Memory Corporation (TMC).
SanDisk LLC, a wholly owned subsidiary of Western Digital
Corporation, and certain of its subsidiaries have filed for
arbitration before the International Chamber of Commerce (ICC)
International Court of Arbitration regarding the sale. Despite
SanDisk and Western Digital’s opposition, Toshiba remains fully
determined to resolving the issue through the arbitration process,
and looks forward to receiving the arbitrators’ decision.
Since signing of the SPA on September 28, 2017, Toshiba and
Pangea have been jointly working towards the closing of the
transaction by the end of March 2018. Today’s approval of the SPA
by Toshiba’s shareholders is an important step towards closing.
Details on the Extraordinary General
Meeting of Shareholders
i. Date and time: Tuesday, October 24,
2017, at 10:00 a.m. to 12:52 pm ii. Venue: Makuhari Event Hall,
Makuhari Messe 2-1, Nakase, Mihama-ku, Chiba, Japan iii. Number of
shareholders present: 633 iv.
Number of shareholders:
302,636
(256,119 with voting rights) v. Meeting agenda
Subjects for
Report
Details of business reports, consolidated financial statements and
reports on the results of the audit of the consolidated financial
statements for the 178th financial year (from April 1, 2016 to
March 31, 2017; FY2016), and other matters.
Subjects for
Resolution (all three proposals approved)
First proposal: Approval of non-consolidated financial statements
for FY2016 Second proposal: Election of ten (10) directors Third
proposal: Approval of a Share Purchase Agreement (SPA) for the sale
of a consolidated subsidiary
Note:
The third proposal concerns the signing of
an SPA for the sale by Toshiba of all shares of Toshiba Memory
Corporation (TMC) to K.K. Pangea (Pangea), a special purpose
acquisition company formed by the consortium led by Bain Capital
Private Equity, LP (including affiliates of Bain).
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171023006591/en/
Media Contact:Toshiba CorporationMidori Hara,
+81-3-3457-2100Public Relations & Investor Relations
Div.media.relations@toshiba.co.jpFax: +81-3-5444-9202