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TOKYO — Toyota Industries Corp. saw its shares plunge as much as 13% on Wednesday, marking its steepest decline in nearly a year. The sharp fall came after Toyota Group announced plans to take the company private in a 4.7 trillion yen ($33 billion) deal, a move that left investors questioning both the valuation and the broader implications for corporate governance in Japan.
According to Reuters, the offer includes a tender price of 16,300 yen per share, representing a significant 11.4% discount from Toyota Industries’ Tuesday closing price of 18,400 yen. The tender portion alone is valued at around $26 billion, while the total deal is structured with contributions from various Toyota Group entities and major Japanese banks.
Investors and analysts expressed frustration over the offer price and perceived lack of shareholder consideration. Arun George, an equity research analyst on SmartKarma, called the offer “unattractive,” citing that it falls below the midpoint of a valuation range provided by independent advisers.
“The special committee reportedly asked three times for a higher offer, but each request was rejected,” George stated.
Market sentiment further soured due to the perceived top-down nature of the deal, which seemed to prioritize internal restructuring over shareholder value.
The deal is seen by some experts as part of a larger strategy by Toyota Group to unwind decades-old cross-shareholding structures — a controversial corporate practice in Japan where companies hold shares in affiliated firms to ward off hostile takeovers.
The Japanese Financial Services Agency (FSA) has been pushing major corporations to reduce such arrangements to enhance transparency and shareholder rights. Toyota’s move may set a precedent for other Japanese conglomerates facing similar scrutiny.
“We’ll likely see more of these shareholding restructurings within the Toyota Group,” said Kei Okamura, Managing Director at Neuberger Berman, adding that it could ultimately improve capital efficiency and return on investment in the long run.
This corporate shake-up also comes amid a volatile global environment for automakers. Earlier this year, former U.S. President Donald Trump announced a 25% tariff on automobile imports, targeting Japanese automakers among others. Toyota Motor, with a significant footprint in the U.S., was considered one of the most vulnerable companies to the proposed duties.
Meanwhile, in April, Toyota Motor had indicated interest in a larger $42 billion buyout, hinting at broader strategic ambitions. Although scaled down, the current deal reinforces Toyota’s intent to consolidate and streamline its corporate structure in preparation for intensified global competition, especially from Chinese EV manufacturers like BYD and increasing shifts toward electrification and automation.
Founded in 1926 and originally the parent company of Toyota Motor, Toyota Industries has since evolved into a manufacturing powerhouse producing:
Though less visible globally compared to Toyota Motor, the company plays a pivotal role in the Toyota Group’s supply chain and industrial strength.
While analysts acknowledge the long-term potential benefits of simplifying the Toyota Group’s structure, the current offer has been widely viewed as undervaluing Toyota Industries’ true market worth.
With Japanese regulators tightening oversight and global trade conditions growing more complex, this deal could mark a turning point not just for Toyota, but for Japan’s corporate governance model as a whole.