Kioxia Holdings said on August 11 that a Bain Capital investment vehicle linked to SK hynix has become its largest shareholder after former parent Toshiba further reduced its stake.
Will SK Hynix exercise its rights and pass all regulatory steps to become Kioxia's largest shareholder by the end of 2027?
Toshiba’s holding in the Japanese flash-memory maker fell to about 14.12% as of August 3, from 14.48%, leaving BCPE Pangea Cayman2 — a vehicle established by Bain Capital — as Kioxia’s biggest shareholder with a 14.19% stake.
The ownership structure is notable because SK hynix holds bonds that can be converted into substantially all of the voting rights of BCPE Pangea Cayman2. Kioxia has previously identified the arrangement as a potential conflict-of-interest risk, given that SK hynix is also one of its major competitors in the global memory-chip market.
The structure dates back to 2018, when a Bain-led consortium acquired Toshiba’s memory-chip business, later renamed Kioxia. SK hynix participated in the consortium but agreed to limit its voting rights in Kioxia to no more than 15% until 2028 unless Kioxia approves a larger stake.
The latest change does not mean SK hynix directly controls Kioxia, but it puts an investment vehicle closely tied to the Korean chipmaker at the top of Kioxia’s shareholder register. The arrangement could draw greater attention to governance, competitive conflicts and SK hynix’s longer-term position in Kioxia as the 2028 voting-right restriction approaches expiry.
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