Is the merger between NAND flash memory chipmakers Kioxia and Western Digital (WD) , which was expected to be finalized this month, facing a twist? According to media reports, South Korean memory giant SK Hynix is opposing this merger and is considering a collaboration with Japan’s SoftBank to invest in Kioxia.

As reported by Yomiuri Shimbun on the 18th, insiders reveal that the merger negotiations between Kioxia and WD might be at an impasse. Although both sides aimed to reach a merger agreement this month, SK Hynix, which plans to indirectly invest in Kioxia, doesn’t concur with the merger. In anticipation of negotiations collapsing, SK Hynix considers partnering with SoftBank to invest in Kioxia.

Kioxia, a spin-off from Toshiba’s memory business, was sold in 2018 to a Bain-Capital-lead consortium, including SK Hynix, and Hoya. At that time, regulations stipulated that the largest shareholder, Bain, must secure the consent of contributors like SK Hynix to promote this merger. It’s reported that SK Hynix is apprehensive that WD’s dominance will increase in this merger.

Reports suggest that SoftBank is currently bolstering its AI-related ventures. Therefore, by investing and enhancing relationships, SoftBank may secure a stable memory supply from Kioxia and SK Hynix.

Throne Shift for memory business? Mergers May Reshape Rankings

Nikkei reported on the 17th that SK Hynix does not approve of the Kioxia and WD merger. At this stage, SoftBank is not directly involved in the merger talks between Kioxia and WD. Kioxia and WD aim to secure a financing agreement with financial institutions this week to facilitate the merger. However, the lack of consent from SK Hynix may impact negotiations with financial institutions.

The report points out that in the NAND flash market, SK Hynix is the world’s second-largest manufacturer, trailing only Samsung. If Kioxia, the world’s third-largest manufacturer, and WD, the fourth-largest, were to merge, they would nearly match Samsung’s scale. This would create a significant gap between SK Hynix, which holds the third position, and raise concerns for SK Hynix.

Toshiba, currently holding approximately 40% of Kioxia, will also become a shareholder in the holding company, with Kioxia’s President, Nobuo Hayasaka, assuming the role of President for the holding company. Additionally, Kioxia will have the majority of seats on the board, granting substantial operational authority

According to data from TrendForce, In Q2 2023, Samsung leads the NAND memory market with 31.1% market share, while Kioxia holds 19.6%, and Western Digital has 14.7%. After the Kioxia-WD merger, their combined market share could exceed 34.3%, establishing them as the dominant force in the NAND memory market.

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(Image: SK Hynix )

DRAM Spot Market:

Even though the National Day holiday period has ended in China, the situation in the spot market is similar to that in the contract market. Specifically, spot trading has slightly declined due to insufficient actual demand. However, spot prices remain relatively high despite the lack of procurement activities. This is because sellers have not been actively offering price concessions to stimulate sales. The average spot price of mainstream chips (i.e., DDR4 1Gx8 2666MT/s) rose by 1.96% from US$1.533 last week to US$1.563 this week.

NAND Flash Spot Market:

Spot buyers are carrying on with their enlarged replenishment of inventory as buyers are generally dedicated to dropping wafer provision. With that being said, spot price for 512Gb that has now risen to US$2 has somewhat slowed down the speed of price increment, which led to a price consolidation this week. 512Gb TLC wafer spots have dropped by 0.21% this week, arriving at US$1.931.

As reported by multiple Japanese media, including Kyodo News, Nikkei, and Asahi Shimbun on the 13th and 14th of this month, negotiations for the merger between NAND flash memory giants Kioxia and Western Digital have reportedly reached the final stages. There is a high likelihood that a merger agreement will be reached within this month, and the newly merged company is expected to be listed on the NASDAQ in the United States. Additionally, the board of the new company will be predominantly controlled by Kioxia.

The primary objective of this business merger is to prepare for the uncertain conditions in the storage market. By expanding their scale and positioning for future investment competition, they aim to fortify their competitive edge.

Specifics of the Agreement are Still under Review

According to the reports, Kioxia and Western Digital will establish a holding company, KIOXIA Holdings. Western Digital’s storage business and Kioxia will be incorporated under this holding company, focusing on the research and production of NAND Flash. It’s worth noting that Western Digital’s hard drive business will remain an independent entity and will not be part of this transaction.

In terms of the merger’s enterprise value-based breakdown, Kioxia will hold 63%, and Western Digital will hold 37%. However, after considering capital adjustments, the final investment ratio in the holding company will be 50.1% for Western Digital shareholders and 49.9% for Kioxia shareholders.

Toshiba, which currently holds around 40% of Kioxia, will also become a shareholder in the holding company. The President of Kioxia, Nobuo Hayasaka, will assume the role of President of the holding company. Furthermore, the majority of seats on the board will be under Kioxia’s control, granting Kioxia substantial operational authority.

Factors and Potential Roadblocks in Kioxia and Western Digital Merger

Previously, it was reported that the headquarters of the holding company would be located in Japan. However, in order to facilitate fundraising for equipment investments, they plan to be listed on the NASDAQ in the United States. Furthermore, there are future plans for a listing on the Tokyo Stock Exchange. When Kioxia and Western Digital merge, Japan’s three major banks, including Mitsubishi UFJ, and the Japan Policy Investment Bank are considering providing financing in the range of 1.5 to 1.9 trillion Japanese yen.

However, the reality of this merger presents challenges, as influential industry competitors may potentially interfere. The finalized agreement will be subject to antitrust reviews in various countries, and the outcome of scrutiny by Chinese antitrust authorities remains uncertain.

According to data from TrendForce, in the Q2 of 2023, in the NAND memory market, Samsung leads with a market share of 31.1%, while Kioxia holds 19.6% and Western Digital maintains a 14.7% market share. Following the merger of Kioxia and Western Digital, their combined market share may exceed 34.3%, positioning them as the dominant force in the NAND memory market.

Read more:

• Q2 NAND Flash Revenue Up 7.4%, Anticipated to Exceed 3% Growth in Q3, Says TrendForce

Despite facing economic challenges and the impact of high inflation, the flash memory market finds itself in a challenging period. Nevertheless, major DRAM manufacturers continue the pursuit of advanced technology.

For DRAM chips, advanced manufacturing processes mean improved energy efficiency, increased capacity, and an enhanced end-user experience. Currently, in the world of advanced DRAM processes, such as the 10nm class, has reached the fifth generation. Micron refers to it as 1β DRAM, while Samsung calls it 1b DRAM.

Since Micron commenced production of 1β DRAM last October, they have set their sights on producing 1γ DRAM by 2025. This will mark Micron’s first foray into extreme ultraviolet (EUV) lithography technology, and for now, EUV production is centered in their Taichung facility in Taiwan. Therefore, the 1γ process is expected to kick off production there, with potential expansion to their Japanese facilities in the future. Samsung, on the other hand, plans to enter the 1bnm process stage in 2023, achieving chip capacities ranging from 24Gb (3GB) to 32Gb (4GB) and native speeds of 6.4 to 7.2Gbps.

In the NAND Flash business, the technology has now exceeded the remarkable milestone of 200-layer stacking, with storage manufacturers relentlessly striving for even higher layer counts. On August 9th, SK Hynix showcased the world’s first 321-layer NAND Flash memory sample during the 2023 Flash Memory Summit. This innovation has increased efficiency by 59% compared to the previous 238-layer 512Gb NAND. SK Hynix plans to further refine the 321-layer NAND Flash and intends to commence production in the first half of 2025.

Furthermore, Micron has ambitious plans beyond 232 layers, with products like 2YY, 3XX, and 4XX on the horizon. Kioxia and Western Digital are also actively exploring 3D NAND technology with more than 300, 400, and 500 layers. Samsung is planning to introduce the ninth generation of 3D NAND in 2024, possibly featuring 280 layers, followed by the tenth generation in 2025-2026, potentially reaching 430 layers. Their ultimate goal is to achieve 1000-layer NAND Flash by 2030.

(Image: SK Hynix)

DRAM Spot Market:

As China’s National Day holiday approaches, the frequency of buyers making transactions has dropped. However, transaction prices remain fairly high, and there are no clear signs indicating that prices in the spot market will buckle in the near term. The average spot price of mainstream chips (i.e., DDR4 1Gx8 2666MT/s) rose by 0.33% from US$1.500 last week to US$1.505 this week.

NAND Flash Spot Market:

Participants of the spot market have slightly dropped in transaction frequency as the National Day Golden Week is just around the corner, with overall concluded prices maintained on an ascending trend, and a continuance of subsequent purchase willingness will depend on the market sentiment and the actual level of demand after the long holiday. 512Gb TLC wafer spots have climbed 3.47% this week, arriving at US$1.818.