Foxconn says in talks with Sharp over deal hitch; hopes for agreement

By Ritsuko Ando and J.R. Wu

TOKYO/TAIPEI (Reuters) - Foxconn, a major supplier to Apple Inc, said on Friday it was in talks with Sharp Corp to clarify a late hitch to its takeover of the Japanese firm, worth an estimated near-$6 billion. It said it hopes for a "satisfactory agreement".

Just hours after loss-making display maker Sharp announced on Thursday that it had decided to sell a two-thirds stake to Foxconn, the Taiwanese firm said it put the deal on hold until it had clarified some "new material information" from Sharp.

Shares in Sharp slid 11 percent on Friday after sources said previously undisclosed liabilities were responsible for the last-minute hitch.

In a brief statement late on Friday, Foxconn said: "Most of the contents of the material information Foxconn received on Wednesday morning, before Sharp's board meeting began on Thursday, had not been previously proposed nor offered during negotiations between the two sides."

It added that both sides were consulting on the matter "with the aim of reaching a comprehensive understanding and resolution of the situation. We hope to reach a satisfactory agreement as soon as possible."

Terry Gou, founder of Foxconn, the world's largest contract maker of electronic goods, and Sharp CEO Kozo Takahashi were meeting in China, said a person familiar with the matter.

Neither company confirmed those talks.

The 11th-hour delay, despite Sharp's announcement of a deal, has thrown into doubt Foxconn's quest to gain Sharp's advanced screen technology and strengthen its hand with major client Apple. A deal was also supposed to have signalled the opening up of Japan's insular tech sector to foreign investment.

LIABILITIES

Sharp had contingent liabilities of around 300 billion yen ($2.7 billion), three sources said - almost double its 160 billion yen capital. That contrasts with Foxconn's due diligence which revealed liabilities of below 100 billion yen, one of the sources said.

The sources, who declined to be identified due to the sensitivity of the matter, did not elaborate on the nature of the liabilities. Reuters has not seen any documents regarding the new information.

Sharp said in a statement earlier on Friday that it has been disclosing its contingent liabilities properly.

Jefferies analyst Atul Goyal said the entire deal was in jeopardy. "This is especially so given the dramatic back and forth that happened between Sharp and Foxconn in 2012, when Foxconn agreed to acquire a stake in Sharp but then later walked away," he wrote in a note to clients.

Sharp's creditor banks have said they were also not aware of the size of the contingent liabilities until the last minute, separate sources familiar with matter said.

Mizuho Financial Group Inc's Mizuho Bank and Mitsubishi UFJ Financial Group Inc's Bank of Tokyo-Mitsubishi UFJ both declined comment.

The plunge in Sharp shares added to losses a day earlier that came as planned share dilution under the deal looked larger than expected. The stock has lost nearly a quarter of its value over the past two days.

Foxconn shares edged 0.6 percent lower on Friday.

AIMING FOR APPLE BUSINESS

In a 31-page filing, Sharp said it would issue around $4.4 billion worth of new shares to give Foxconn a two-thirds holding. Foxconn's investment is set to total more than 650 billion yen ($5.8 billion), a source familiar with the matter has said.

Gou has spent roughly five years courting Sharp and if a deal goes through, it would boost Foxconn's position as Apple's main contract manufacturer.

It would also enable Sharp to start mass-producing organic light-emitting diode (OLED) screens by 2018, around the time Apple is expected to adopt the next-generation displays for its iPhones.

Bringing Sharp under Foxconn's umbrella could help Apple wean itself off rival Samsung Electronics Co as a supplier.

OLED screens are thinner, lighter and more flexible than current displays. South Korea's Samsung Display and LG Display are also investing heavily in the new technology.

But efforts to patch up the deal could be impeded by lingering distrust over the collapse of a 2012 deal to form capital ties. That distrust was one reason why some Sharp officials had preferred a lower offer by the state-backed Innovation Network Corp of Japan (INCJ), sources said.

($1 = 112.8400 yen)

(additional reporting by Chris Gallagher and Makiko Yamazaki in Tokyo)