* Group including Western Digital offering around Y1.9 trln
* Toshiba chip execs wary of U.S. company -sources
* Toshiba board to vote Aug 31 if agreement reached -sources (Adds details on negotiations)
TOKYO, Aug 25 (Reuters) - Western Digital Corp, part of a group offering to buy Toshiba Corp's memory chip unit, is not seeking a management role in the business, people familiar with the matter told Reuters on Friday.
Toshiba is scrambling to sell its flash memory unit to cover losses from its bankrupt U.S. nuclear business Westinghouse. A consortium that includes Western Digital is offering around 1.9 trillion yen ($17.3 billion) for the unit, with the U.S. firm offering 150 billion yen through convertible bonds, separate people said on Thursday.
Western Digital will initially not seek voting rights, and will promise to limit its voting rights to no more than one-third even after it converts its bonds to shares, said the people on Friday, who spoke on condition of anonymity as the talks were confidential.
Western Digital's conciliatory offer comes amid what sources have described as wariness among Toshiba's chip business executives of a deal with the U.S. company.
Ties between the two companies soured quickly after Western Digital bought SanDisk, Toshiba's memory chip business partner for 17 years, in May last year as they failed to agree on terms of a new joint venture contract.
Western Digital has also taken Toshiba to court after the Japanese conglomerate initially picked a different group including South Korean chipmaker SK Hynix Inc as the preferred bidder, arguing that it needs to consent to any sale.
Western Digital declined to comment. Toshiba has said it could not comment on details of talks.
Sources have said Toshiba wants to close the sale by the end of the fiscal year in March to ensure it does not report negative net worth, or liabilities exceeding assets, for a second year running - a scenario that could result in delisting from the Tokyo Stock Exchange.
Given regulatory approvals could take more than six months, the company has been hoping to reach a deal by the end of the month to ensure it can close the sale in time.
Toshiba's board plans to vote on Western Digital's offer on Aug. 31 if the two sides can agree on a deal, the people said.
The consortium with Western Digital also includes U.S. private equity firm KKR & Co as well as the state-backed Innovation Network Corp of Japan and Development Bank of Japan, all of which will offer 300 billion yen each for the chip business, the people said on Thursday. ($1 = 109.5900 yen)
(Additional reporting by Taro Fuse; Writing by Ritsuko Ando; Editing by Christopher Cushing)