お知らせ • Mar 29
SK hynix, Inc. (KOSE:A000660) completed the acquisition of NAND SSD, component and wafer business and NAND memory manufacturing facility in China from Intel Corporation (NasdaqGS:INTC) for approximately $8.9 billion.
SK hynix, Inc. (KOSE:A000660) signed an agreement to acquire NAND SSD, component and wafer business and NAND memory manufacturing facility in China from Intel Corporation (NasdaqGS:INTC) for $9 billion on October 19, 2020. Under the terms of the transaction, SK hynix, Inc. will acquire NAND SSD business, the NAND component and wafer business, and the Dalian NAND memory manufacturing facility in China. Intel will retain its distinct Intel Optane TM business. Following the receipt of necessary approvals, SK hynix will acquire from Intel the NAND SSD business (including NAND SSD-associated IP and employees), as well as the Dalian facility, with the first payment of $7 billion. SK hynix will acquire from Intel the remaining assets, including IP related to the manufacture and design of NAND flash wafers, R&D employees, and the Dalian fab workforce, upon a final closing with the remaining payment of $2 billion. SK hynix will finance the acquisition with existing cash reserves and loans. Intel will continue to manufacture NAND wafers at the Dalian Memory Manufacturing Facility and retain all IP related to the manufacture and design of NAND flash wafers until the final closing. Upon termination of the Purchase Agreement under specified circumstances related to a final order in respect of specified legal challenges to the transaction, or upon a failure by Intel to close upon satisfaction of the applicable closing conditions, Intel will be required to pay SK hynix a termination fee of $140 million if such termination occurs before the First Closing and $40 million if such termination occurs between the First Closing and the Second Closing. Upon any termination of the Purchase Agreement following the First Closing, the Manufacturing and Sale Agreement will also terminate. Upon termination of the Purchase Agreement under specified circumstances related to governmental approvals or upon a failure by SK hynix to close upon satisfaction of the applicable closing conditions, SK hynix will be required to pay Intel a termination fee of $350 million if such termination occurs before the First Closing and $100 million if such termination occurs between the First Closing and the Second Closing.
The transaction is subject to regulatory approval expected in late 2021. The closing of the transaction is subject to the waiting period applicable to the HSR Filings with respect to the transaction shall have expired or been terminated; CFIUS Approval shall have been received for the First Closing Transactions or all Transactions; and any waiting period, clearance, approval, or consent (as the case may be) applicable to any other Requisite Governmental Approvals with respect to the First Closing Transactions shall have expired, been terminated or been obtained. As of March 11, 2021, The Committee on Foreign Investment in the United States (CFIUS) has approved the deal. As of April 14, 2021, the European Commission has received an application for approval of SK Hynix to acquire NAND SSD. As of May 21, 2021, European Commission approved the transaction. As of May 27, 2021, South Korea's antitrust authority, Fair Trade Commission has approved the transaction. Antitrust reviews from five other countries, including China and Britain, are currently in process. The CMA announced the launch of its merger inquiry by notice to the parties on May 7, 2021 and has a deadline of July 5, 2021 for its phase 1 decision. As of June 29, 2021, the UK Competition and Markets Authority (CMA) has given the go-ahead to the transaction. As of July 21, 2021, The Competition and Consumer Commission of Singapore approved the transaction. With the latest approval, SK hynix is only waiting for China's approval. As of December 22, 2021, SK Hynix Inc. has received merger clearances from the Chinese antitrust authority for the acquisition. On December 29, 2021, SK hynix completed the first phase of the transaction by acquiring Intel's SSD business and the Dalian NAND flash manufacturing facility in China for a consideration of $7 billion. The newly established U.S subsidiary, which will manage the newly acquired SSD business, will be known as "Solidigm". Solidigm will be headquartered in San Jose, California. Lee Seok-hee, President and co-Chief Executive Officer of SK hynix will be appointed executive chairman of Solidigm, who will lead the post-merger integration processes after the frst closing. Rob Crooke, former senior vice president of Intel will be appointed Chief Executive Officer of Solidigm. Closing of the second phase is expected to occur in or after March 2025 with the remaining payment of $2 billion, which will complete the entire deal. As on December 30, 2021, SK hynix Semiconductor (Dalian) Co., Ltd., a wholly owned subsidiary established by SK Hynix through the Board of Directors, to provide acquisition funds and operating funds necessary for the first closing. SK Hynix will borrow $4.2 million, invest $2.6 million, and invest $1.1 million in SK hynix NAND Product Solutions Corp. The timing of the payment of the second closing price for final closing of this transaction may change depending on the progress of the transaction. As on March 17, 2025, the transaction is expected to be completed on March 31, 2025.
Jang-ho Park of Citigroup Global Markets Korea Securities Limited and Credit Suisse Group AG (SWX:CSGN) acted as financial advisors to SK hynix, Inc. Mike Ringler, Page Griffin, Andrew Woodard, Matthew Hendrickson, Michael Leiter, Regina Olshan, Andrew Foster, H. Young Shin and Sean Shimamoto of Skadden, Arps, Slate, Meagher & Flom LLP, Kim & Chang and Fangda Partners acted as legal advisors to SK hynix. BofA Securities, Inc. acted as financial advisor to Intel. Mark Kim of Munger, Tolles & Olson LLP; Wilmer Cutler Pickering Hale and Dorr LLP, Linklaters LLP (USA) and Bae Kim & Lee acted as legal advisors to Intel. Deloitte Anjin LLC advised SK hynix on evaluation. Ernst & Young, Korea acted as due diligence provider to SK hynix, Inc in the deal.
SK hynix, Inc. (KOSE:A000660) completed the acquisition of NAND SSD, component and wafer business and NAND memory manufacturing facility in China from Intel Corporation (NasdaqGS:INTC) on March 27, 2025. Under the second closing, the consideration received by Intel at the second closing of the transaction was approximately $1.9 billion, net of certain adjustments. In connection with the second closing of the transaction, the NAND wafer manufacturing and sale agreement entered into at the first closing of the transaction among Intel, SK hynix and certain affiliated entities, pursuant to which Intel manufactured NAND wafers at SK hynix’s Dalian memory manufacturing facility, has terminated.
