July 17, 2025 | Industrials | Asia | Active
Japanese automaker Toyota Group confirmed a major restructuring on 3-Jun-25 by announcing a tender offer to privatise its forklift manufacturing affiliate, Toyota Industries. The offer will be launched by Toyota Fudosan (private), a privately-held real estate subsidiary of the group. Toyota Fudosan is offering JPY 16,300 per share, representing a 23.25% premium to Toyota Industries’ undisturbed share price of JPY 13,225 on 25-Apr-25, the trading day before media reports surfaced regarding a possible transaction. Following the announcement, Toyota Industries suspended both its interim and year-end dividend payments. Alongside Toyota Fudosan, four Toyota Group entities are involved in the deal: Toyota Motor Corporation (“TMC”, 7203 JP), the core vehicle manufacturing arm; Aisin (7259 JP), a drivetrain and braking system supplier; Denso (6902 JP), which manufactures automotive electronics; and Toyota Tsusho (8015 JP), a trading arm focused on import/export and domestic sales of vehicles. These companies hold stakes in Toyota Industries and support the transaction via equity contributions and tender commitments, discussed in detail below. The tender offer includes a 42.01% minimum acceptance condition. Toyota Fudosan has entered into a master agreement with TMC, which owns a 24.66% stake, under which TMC has agreed not to tender its shares but instead wait to sell its stake until squeeze-out. Furthermore, (i) TMC will subscribe to non-voting preferred shares, (ii) TMC will conduct a tender offer for its own shares whereby Toyota Industries has agreed to tender its 9.15% stake held in TMC, and (iii) TMC will eventually sell its entire stake in Toyota Industries after completion of the squeeze-out. This stake sale (24.66%), combined with achieving the minimum acceptance (42.01%) through the tender offer, is structured to allow Toyota Fudosan to gain control of over two-thirds of Toyota Industries. Essentially, TMC will only sell its 24.66% stake in Toyota Industries after the squeeze-out, via a “share repurchase” that Toyota Industries will fund through its own divestments of cross-holdings in TMC, Denso, Toyota Tsusho, and Aisin. Additional support to meet the 42.01% threshold will come from Denso (4.93%), Toyota Tsusho (5.09%), and Aisin (2.19%), each of which has committed to tender its entire stake. Anticipated in early 2026, TMC, Aisin, Denso, and Toyota Tsusho will each launch self-tender offers, into which Toyota Industries has agreed to tender its holdings in each of these companies: 9.15% in TMC, 3.07% in Aisin, 6.68% in Denso, and 11.19% in Toyota Tsusho. Thus the companies will buy back their own shares, held by Toyota Industries, to unwind all cross-shareholdings. On the funding side, Toyota Fudosan will contribute JPY 176.5bn in equity. From funds drawn from TMC’s sale of its 24.66% stake in Toyota Industries, TMC will reinvest JPY 706bn in non-voting preferred shares, and Toyota Fudosan, which holds a 5.42% stake in Toyota Industries, will also raise around JPY 873.6bn from a capital increase at its parent entity. Finally, after settlement, Toyota Fudosan will raise additional capital through a third-party allotment and a JPY 1bn personal equity contribution from Akio Toyoda, Chairman of TMC. Toyota Industries’ board supports the offer but has ...
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