Nakaya, Amkor, Toshiba sign definitive agreements on JV for semiconductor assembly and test services

OITA & TOKYO, JAPAN & CHANDLER, USA: Nakaya Microdevices Corp. (NMD), Amkor Technology Inc. and Toshiba Corp. have signed definitive agreements for the formation of a joint venture to provide semiconductor assembly and final testing services in Japan.

NMD, Amkor and Toshiba entered into discussions regarding a possible joint venture at the start of this year, and today’s announcement follows an April 28, 2009 memorandum of understanding between the parties. The new company is expected to begin operations on October 31.

Under the terms of the definitive agreements, NMD will become a joint venture, 60 percent owned by the existing shareholders of NMD, 30 percent by Amkor and 10 percent by Toshiba, and it will change its name to J-Devices Corporation (“J-Devices”).

Under the definitive agreements, the following equipment and operations will be transferred to J-Devices: the back-end process business, including technology development, at Toshiba LSI Package Solutions Corp. ("TPACS"), a Japan-based semiconductor packaging company wholly owned by Toshiba; the system LSI and memory back-end process equipment at TPACS’ Oita Works and Fukuoka Works; and certain wafer probing equipment installed at Toshiba's Oita Operations.

TPACS’ employees working for the transferred business will engage in the same business at J-Devices.

Amkor is expected to invest approximately 1.5 billion JPY (approximately $17 million) in J-Devices and to purchase certain assembly and test equipment from Toshiba for about 4.0 billion JPY (approximately $45 million) and lease such equipment to J-Devices.

Toshiba is expected to invest approximately 0.5 billion JPY. In addition, Amkor will have the right to acquire a majority interest in J-Devices in 2012.

J-Devices aims to become a leading provider of semiconductor assembly and test services in Japan by combining the benefits of NMD’s low-cost operations, Amkor’s manufacturing expertise and global materials and component procurement capabilities, and Toshiba’s cutting-edge technology and know-how.

The closing under the definitive documents is subject to customary closing conditions, including receipt of debt financing.