The suit asserts Infineon made a filing mistake when transferring its memory business to a shell company that was to become Qimonda. The administrator, Michael Jaffe, seeks a judgment that Infineon needs to refund the difference between Qimonda’s assets and its capital at the time insolvency proceedings began, Infineon said in an e-mailed statement today.
“Infineon regards the action as without merit,” the company said. “The contribution of the memory business to Qimonda was carried out in compliance with all requirements. Infineon intends to defend itself vigorously against this action through all stages of the proceedings.”
Qimonda filed for insolvency in 2009 after being hurt by sliding memory-chip prices. Infineon completed an initial public offering of Qimonda in August 2006 to reduce its dependence on businesses with volatile demand and prices. Infineon was itself a unit of Siemens AG, Europe’s largest engineering company, until an IPO in March 2000.
Munich Regional Court spokesman Tobias Pichlmaier confirmed the suit was filed yesterday. Sebastian Brunner, a spokesman for Jaffe didn’t immediately return a call seeking comment.
Jaffe claims Infineon failed to inform the public company registry in 2006 that the business was transferred, thus avoiding a review of Qimonda’s capital status, Cornelius Simons, an Infineon lawyer told reporters on a conference call today.
There was no need to make such a statement because, when Infineon established the shell company in 2004, it had already registered memory-chip production as its business scope and all the necessary reviews were made, said Simons. The rules Jaffe invokes only apply if the shell company’s charter doesn’t specify the business that is later transferred to it, he said.
No amount was stated in the claims as Qimonda is still in insolvency proceedings and Jaffe needs to determine what it owes to creditors. If Jaffe’s suit prevails, the amount he could seek could equal the gap between Qimonda’s assets and its debts at the moment it filed for insolvency, which, according to Simons, “could be a big amount.”
Even if the court determined that Infineon was obliged to make the notification in 2006, the damage sought would be “entirely disproportionate as the action merely claims the omission of a register-related formality,” Infineon said.
The case is LG Muenchen, 3 O 22476/10.
To contact the editor responsible for this story: Anthony Aarons at aaarons@Bloomberg.net.