Key points

  • The tender offer for Toyota Industries shares was conducted from January 15, 2026 to March 23, 2026, and was concluded at 20,600 yen per share. After the tender offer, the ownership percentage was 63.60%, and the company's shares were delisted on June 1, 2026.
  • As a result of the transaction, cross-shareholdings between Toyota Industries, Toyota Motor Corporation, Aisin, Denso, and Toyota Tsusho were dissolved. On the other hand, Toyota Motor Corporation was designed to participate in the company through preferred stock with no voting rights.
  • What this case demonstrates is the need to weigh the benefits of remaining listed against the speed of decision-making afforded by going private, at a price and process that is fair to minority shareholders.

Transaction progress

The delisting of Toyota Industries was announced on June 3, 2025. The idea was to establish a new holding company centered on Toyota Fudosan, with Toyota Motor Corporation and other Toyota group companies also participating in transactions. Subsequently, the conditions and price for starting the tender offer were revised, and the tender offer took place in 2026.

date main events
June 3, 2025 Announcement of Toyota Industries' policy to make it private. Toyota Group companies plan to participate in transactions and eliminate cross-holdings
January 15, 2026 Start of TOB with Toyota Asset Preparatory Co., Ltd.
March 6, 2026 Final review of tender offer conditions
March 23, 2026 TOB ends
March 24, 2026 Announcement of establishment of TOB. Number of shares tendered: 191,087,116 shares, ownership ratio after tender offer: 63.60%
March 30, 2026 Start payment
May 12, 2026 Reverse stock split, etc. resolved at extraordinary general meeting of shareholders
June 1, 2026 Delisted from TSE Prime Market and Nagoya Stock Exchange Premier Market
June 3, 2026 Effective date of reverse stock split

The final tender offer price was 20,600 yen per share. Even for shareholders who did not tender their shares in the tender offer, money was delivered to them at the same price in principle through a subsequent squeeze-out through a reverse stock split.

How have capital relations changed?

The unique feature of the transaction is that it does not simply delist one company, but also liquidates cross-shareholdings within the group at the same time. The plan was for Toyota Motor Corporation, Aisin, Denso, and Toyota Tsusho to sell their shares in Toyota Industries, and Toyota Industries to liquidate the shares of these four companies through a treasury tender offer.

Through this reorganization, cross-holdings between Toyota Industries and the four companies were eliminated. However, capital relationships have not completely disappeared. Toyota plans to invest in the company in the form of preferred shares with no voting rights, and rather deepen its business collaboration with the Toyota Group. Therefore, it is not accurate to read this case as “the keiretsu structure has disappeared.” It should be viewed as a reorganization that continues business collaboration with a different capital design while reorganizing mutual holdings.

Why was it made private?

The company explained that as it celebrates its 100th anniversary in 2026, quick decision-making through privatization will be effective in promoting medium- to long-term investments in logistics solutions, automation, electrification, etc. The logic is to deepen cooperation with Toyota group companies and carry out growth investments without being excessively influenced by quarterly performance expectations.

While this explanation is reasonable, another question always remains when taking a listed company private. The question is whether the current minority shareholders are receiving the fruits of that growth at a fair price. If a significant increase in value is expected after going private, it will be important to consider to what extent that expectation is reflected in the tender offer price.

Four perspectives from which to read this project

1. Continuously verify the benefits of remaining listed

The fact that there are listed companies within the group itself is not a problem. There are inherent benefits to going public, such as independent financing, stock compensation, talent acquisition, trust from business partners, and management discipline. On the other hand, there are also conflicts of interest with the parent company and major shareholders, slow decision-making, and the cost of protecting minority shareholders.

What the board of directors should consider is not whether the company should remain listed because it has been listed for a long time, but whether the benefits of remaining listed still exceed the costs. The Ministry of Economy, Trade and Industry's practical guidelines for group governance systems also require parent companies with listed subsidiaries to continually check the rationality of maintaining their listing.

2. Price revisions are also evidence that the process is moving.

In large-scale delistings, the initial proposed price is not necessarily the final price. Terms may change through special committees, third-party valuation institutions, shareholder opinions, market price trends, and negotiations with acquirers.

The fact that the price has changed itself should not be immediately read as a failure of the original proposal. What is important is whether there is a mechanism to consider prices and conditions from an independent standpoint, and whether the results of negotiations and the reasons for decisions are disclosed to shareholders.

3. Consider “group optimization” and “minority shareholder interests” separately.

Restructuring that is desirable for the group as a whole does not necessarily mean that it is also desirable for minority shareholders of the target company. It is necessary to consider the attribution of synergies, future growth potential, value of owned assets, unrealized gains on cross-shareholdings, etc. as the value of the target company alone.

For this reason, special committees consisting mainly of independent outside directors are important in transactions involving controlling shareholders or major affiliated companies. The special committee is not a formality for consummating a transaction, but rather a body for negotiating conditions from the perspective of the target company and general shareholders.

4. Eliminating cross-shareholdings and continuing business relationships are compatible

This project undermined the assumption that cooperation could not be achieved without mutual stock ownership. Even if cross-holdings are dissolved, the cooperative relationship can continue through other contracts and capital designs, such as joint development, supply contracts, technology collaboration, and preferred stock.

This point is important for companies that explain cross-shareholdings. Simply stating that it is "necessary to maintain a business relationship" does not answer the question of why it is necessary to continue holding common stock rather than a contract or business alliance.

Implications that IR personnel should be aware of

  1. If your company has a group of listed companies or is a listed company with a major shareholder, document the benefits of remaining listed. Realize the benefits of financing, brand, talent, transactions and management discipline.
  2. Determine procedures for managing conflicts of interest before consideration of going private begins. The composition of the special committee, selection of external advisors, information management, and authority for price negotiations will be organized in normal times.
  3. Explain the group-wide synergies and the individual value of the target company separately. The value that minority shareholders give up should not be wrapped up in group theory alone.
  4. Consider alternatives to cross-shareholdings. Examine whether relationships can be maintained without mutual ownership of common stock, such as business alliances, long-term contracts, joint research, or preferred stock.
  5. Do not make one project the conclusion for the entire Japanese company. Toyota Industries' delisting is an important precedent, but each company's decision to remain listed varies depending on its business, capital, and shareholder structure.

Source/reference materials

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