Toshiba Received Once More Request for Indemnification of Loss From Toshiba Memory

Toshiba Corporation received a request for indemnification of a loss of $45 million (approximately ¥5 billion) from Toshiba Memory Corporation (TMC)*1, under the terms of indemnity clause of the share purchase agreement (SPA) for the sale of TMC*2.

This is the total amount that can be reasonably calculated at the time of the request, and Toshiba will pay and record the loss in its fiscal year 2018 financial business results.

Provision for this loss was not made in Toshiba’s forecast for FY18 unconsolidated and consolidated business results, announced on November 8, 2018 and February 13, 2019, respectively. The company promptly announce any items that require further disclosure.

*1: On August 1, 2018, K.K. Pangea, a special purpose company formed and controlled by a consortium led by Bain Capital Private Equity, LP and its affiliates merged with Toshiba Memory Corporation and changed its name to TMC.
*2: TMC before the merger by K.K. Pangea. Toshiba entered into the SPA with K.K. Pangea, a special purpose company formed and controlled by a consortium led by Bain Capital Private Equity, LP and its affiliates, on September 28, 2017, and the share transfer was completed on June 1, 2018. The SPA provides that Toshiba indemnifies the purchaser and its affiliates against any losses incurred as the results of any breach of any representations and warranties made by Toshiba, the determination of a United States International Trade Commission (USITC) investigation, specific litigations and other patent claims, and any claim by a counterparty to any specific patent license agreements.

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Toshiba Received Request for Indemnification of Loss of $42 Million from Toshiba Memory Corporation
This latter could make additional request for indemnification.
October 8, 2018 | Press Release