SEOUL — SK hynix is navigating a new position in Kioxia Holdings after its indirect investment vehicle became the Japanese memory-chip maker’s largest shareholder, highlighting a complex ownership structure that leaves the South Korean company with significant exposure to a direct competitor.
Kioxia’s shareholder structure shifted after Toshiba Corp. reduced its stake, leaving BCPE Pangea Cayman2 Ltd. as the largest individual shareholder with 77.4 million shares, or about 14.1% of Kioxia, according to Kioxia’s securities filings. SK hynix holds convertible bonds that can be converted into substantially all of BCPE Pangea Cayman2’s voting rights.
The arrangement dates back to 2018, when SK hynix joined a Bain Capital-led consortium that acquired Toshiba Memory, later renamed Kioxia. SK hynix invested in two special-purpose entities connected to the transaction. In June, one of those entities sold its remaining Kioxia shares, while the investment in BCPE Pangea Cayman2 remained in place, according to SK hynix’s regulatory filing.
The resulting position gives SK hynix economic and potential voting exposure to Kioxia without making it a direct holder of the Japanese company’s shares. Kioxia’s annual securities report identifies SK hynix as a competitor and says the Korean company has agreed that, without Kioxia’s consent, it will not hold more than 15% of Kioxia’s total voting rights through 2028.
That restriction is significant because converting the bonds would give SK hynix voting rights through BCPE Pangea Cayman2. Kioxia said the arrangement could create differences between SK hynix’s interests as a competitor and those of Kioxia’s other shareholders.
The ownership change comes as memory-chip companies are benefiting from strong demand tied to artificial intelligence infrastructure. SK hynix is a leading supplier of high-bandwidth memory used in AI systems, while Kioxia focuses primarily on NAND flash memory and solid-state drives. Kioxia has also been expanding production of advanced NAND products for data-center applications.
For SK hynix, the structure preserves an investment acquired during the 2018 transaction while limiting the extent to which it can exercise direct influence over Kioxia. Kioxia’s latest disclosed shareholder information lists BCPE Pangea Cayman2 as the largest shareholder, with Toshiba no longer holding the top position.
