2/11/2026
Toyota, Elliott Clash Over $35 Billion Buyout Bid: 5 Things to Know
Nikkei Asia (02/11/26) Shiga, Yuichi
A proxy war is intensifying between Toyota Group (NYSE: TM) and Elliott Investment Management over the automaking group's 5.4-trillion-yen ($35 billion) plan to take its founding firm -- Toyota Industries (OTCMKTS: TYIDY)-- private. The New York hedge fund is urging shareholders not to accept the offer, saying the price is too low. Toyota Group counters that it is fair. Toyota Group aims to raise its combined ownership in Toyota Industries to 66.7% from 42%, as part of a plan to take the company private. Toyota Motor Chairman Akio Toyoda says that the founding firm must play a central role in the group's technological transformation, and that it should be freed from short-term shareholder pressures to try bold ideas. The transaction is also part of Toyota Group's broader effort to unwind cross-shareholdings. Under the strategy, for example, a portion of the buyout cost will be offset by Toyota Motor repurchasing shares held by Toyota Industries. The 29-day offer period is due to lapse on Thursday. How the proxy fight will play out is being closely watched by investors for clues to the fate of not only Toyota Group but also of corporate governance reforms in Japan, which have been a key factor driving the Japanese stock market that has doubled in value in the last three years. Here are five things to know: Founded a century ago by Sakichi Toyoda, a great grandfather of Akio Toyoda, Toyota Industries is today the world's top forklift manufacturer. Based in Kariya, central Japan, the company evolved from its origins as a small maker of textile looms to later produce cars and then forklifts -- a transformation Akio Toyoda calls an embodiment of the flexibility and innovativeness of the nation's largest manufacturing group.
In 1949, the company went public on the Tokyo Stock Exchange. Toyota Industries remains the mothership of Toyota Group, owning 9% of Toyota Motor, 11% of trading house Toyota Tsusho, nearly 6% of parts maker Denso and significant stakes in many other Toyota Group companies. More recently, however, Toyota Industries has faced intense investor pressure to improve asset efficiency and boost returns to shareholders: The value of its holdings of Toyota Group shares has grown almost equal to its own market capitalization. Analysts view the amount as too large to be disposed of in the open market or to be spent for capital investment or share buybacks. For Toyota Group, undoing the cross-shareholdings also carries the risk of making companies such as Toyota Industries more vulnerable to hostile takeover bids. Elliott says Toyota Industries, the world's largest forklift maker, can be made more profitable by improving its global operations and shifting its focus from the auto industry to logistics; Toyota Group decided that privatization was the best solution, but achieving that requires controlling more shares. On April 26, 2025, Nikkei reported the existence of such a plan for Toyota Industries. On June 3, Toyota Group formally announced a plan to launch a tender offer for Toyota Industries for 16,300 yen ($105) a share. Its goal is to fully acquire the company via a so-called squeeze-out, or the compulsory purchase of minority shareholders' stakes in a company. To achieve that, Toyota Group needs two-thirds, or 66.7%, support from shareholders. With Toyota Motor already owning 24.66%, the Group needs another 42%. A 29-day tender offer was launched on Jan. 15 for the takeover bid, or TOB. Toyota Group companies, including Denso, Toyota Tsusho, asset management arm Toyota Fudosan and parts maker Aisin, together own 18% of shares in Toyota Industries. The buyout is being led by Toyota Fudosan. The company and Akio Toyoda have set up a special purpose company and launched a 4.7-trillion-yen ($30.4 billion) tender offer, backed by Toyota Motor, which has supplied 0.7 trillion yen in preferred shares, and banks, which offered 2.8 trillion yen in loans. If the bid succeeds, an extraordinary shareholders meeting will be held to secure approval for the squeeze-out. If that succeeds, Toyota Industries is expected to go private as early as late-April. Koichi Ito, president of Toyota Industries, said during an online press conference in June last year that the company will "leverage the advantages of management freedom to maintain and strengthen sales" by delisting; The most controversial part of the TOB, is the offer price. When Toyota Group announced its offer of 16,300 yen a share for Toyota Industries on June 3, that marked an 11% discount from the day's closing price of 18,400 yen. Toyota justified the offer price, saying that the shares had already surged following the Nikkei report on April 26 and that the offer price represented a 23% premium on the closing price of 13,225 yen on April 25. Before then, Toyota Industries' shares hovered around 13,000 yen. Toyota Group also said that it had obtained opinions from three financial institutions calling the offer fair. "The takeover bid price is the best one which reflects the target company's essential value and we have no intention to change the takeover bid price," Toyota Asset Junbi, the acquiring company established by the Toyota group solely for the purpose of carrying out the bid, said in a statement early this month; On Nov. 11, Elliott disclosed its ownership of 3.26% of Toyota Industries shares. It says the TOB significantly undervalues Toyota Industries. It also says the process lacks transparency and falls short of proper governance practices. Toyota Group raised the bid price by 15% to 18,800 yen on Jan. 14, the day before it launched the 29-day tender offer, which rose to 5.4 trillion yen from the initial 4.7 trillion yen.
But the U.S. investor dismissed the higher amount, arguing that the upward revision incorporates only a fraction of the increase in the value of Toyota Industries' publicly traded equity holdings. "The credibility of the Toyota Group and Japan's capital markets are at stake," the hedge fund warned. Corporate governance reform measures introduced in Japan since 2013 are precisely meant to protect shareholder interests in such situations, it argued. "If the Revised TOB is allowed to succeed, it will result in a substantial and potentially irreversible setback for Japan's corporate governance reforms and dampen investor interest in the Japanese market." On Feb. 5, Elliott raised its stake to 7.14%. Elliott maintains that Toyota Industries has an intrinsic net asset value of 26,134 yen per share, adding that the stock price could exceed 40,000 yen by March 2028 if the company improves its global operations, strengthens its product lineup for emerging markets and shifts its focus from the automotive business to logistics. While Toyota Industries has many attractive assets and businesses such as its mainstay forklift manufacturing, Elliott argues that the Japanese company faces governance issues. Toyota Industries says it understands many of the concerns voiced by Elliott, but is not persuaded by its argument that profitability can be improved as quickly as the hedge fund suggests; Toyota Group says in its TOB proposal that it will safeguard the interests of minority shareholders by securing support from a majority of them. But some investors question whether the "majority-of-minority" principle is being strictly upheld in the TOB process. Counting Denso, Aisin and Toyota Tsusho as minority shareholders is not fair, argues Kazunari Sakai, head of Japan research at London-based Asset Value Investors. "While Asset Value Investors continues to hold shares of Toyota Industries, we believe this tender offer price falls below the intrinsic value of the shares." He believes a minimum fair valuation is at least 25,000 yen per share.
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