快讯：重磅！丰田工业收购交易已宣布-但此次收购真的会发生吗？

Toyota Industries CorporationRatingOutperformPrice Target6201.JP18,750 JPYReported EPSF24AF25EF26E6201.JP (JPY)856.96863.23922.02Source: Bloomberg, Bernstein estimates and analysis.will this buyout actually happen?Finally, the deal is announced.On June 3rd, after market close, Toyota Industries (“TICO”)finally announced its potential buyout deal, led by Toyota Fudosan (“TF”), with involvementfrom Toyota and its affiliates, following media reports since late April. While we have beencontinuously publishing reports regarding this potential event as this deal could become thelargest privatization in Japanese history, the offer price of ¥16,300 falls below the currentshare price, leaving completion of the deal uncertain.The deal structure.TF (shareholders: Toyota group companies (incl. Toyota (24%), Denso(19%), TICO (19%), Aisin (11%)) will establish a holding company and an SPC by injecting¥180 bn, with Toyota contributing ¥700 bn in non-voting preferred shares. Banks will lend¥2.8 tn to the SPC, funding a tender offer for ~75% of TICO shares (excl. Toyota’s ~25%stake). After the process, Akio Toyoda will invest ¥1 bn into the holding company. TICO willthen sell its stakes in Aisin, Denso, and Toyota Tsusho via buybacks, and sell its ~9% Toyotastake back to Toyota after the squeeze-out. The final step is TICO buying back Toyota’sremaining 25% stake, making TF and Akio Toyoda the effective owners of TICO.Implication for TICO. The offer price appears low (-11% discount over June 3rdprice).Despite multiple negotiations to address investors’ concerns, funding limitations likelycapped the price below expectations set by prior media reports, disappointing investors.Implication for Toyota.Toyota will see a net cash inflow of ¥300 bn (¥700 bn in preferredequity (8.6% fixed yield) offset by ¥1 tn from selling its 25% TICO stake). The buyback ofTICO’s ~9% Toyota stake also signals progress in corporate governance reforms.Implication for other Toyota affiliates.While they will see cash inflows/outflows fromselling their TICO stake/from buying back their own shares owned by TICO (net impactof Denso: -¥116 bn, Aisin: +¥66 bn, Toyota Tsusho: -¥111 bn), both moves representunwinding of cross-shareholdings and can be viewed as positive.How will this go on. As the unwinding of cross-shareholdings depends on the completionof the privatization, whether shareholders accept the offer price is what this deal is all about.While this could mark progress in Toyota Group’s corporate governance reforms, we willclosely watch the future role of the new holding company.See the Disclosure Appendix of this report for required disclosures, analyst certifications and otherimportant information. Alternatively, visit our Global Research Disclosure Website.First Published: 03 Jun 2025 15:30 UTC Completion Date: 03 Jun 2025 15:30 UTC F26E20.02%MarNA12M25.1(1.3)26.5 Close DateJPLFYEDiv YieldEV (JPY) (B)PerformanceAbsolute (%)JPL (%)Relative (%)¥20000¥18000¥16000¥14000¥12000¥1000006/24 Japan Autos & Auto Parts - relevant reports:12 May 2025 - Toyota Industries: What is the fair value for the 'final boss'?7 May 2025 - Quick Take: Toyota Industries - Key takeaways from the earnings briefing; limited news on potential buyout29 Apr 2025 - Japan Autos & Auto Parts: Following reports on potential buyout of Toyota Industries - what should we thinkabout next?25 Apr 2025 - Quick Take: Reports on potential buyout of Toyota Industries - a new contender for the 'final boss' has entered theroom25 Apr 2025 - Quick Take: Aisin FY3/25 - steady earnings, share buyback as a positive surprise25 Apr 2025 - Quick Take: Denso FY3/25 - domo arigato, Toyota25 Apr 2025 - Quick Take: Toyota Industries FY3/25 - missed earnings, no cry24 Apr 2025 - Toyota Industries: The final boss of corporate governance reform14 Apr 2025 - Initiating on Japan Autos & Auto Parts: Drive to survive - navigating through the ultimate challengeThe deal structure is as follows:EXHIBIT 1:(i) Toyota Fudosan to establish a holdingcompany and SPC by injecting JPY 180 bn into theholding companyToyota Fudosan and Toyota Tsusho not coveredSource: Company reports, Bernstein analysisJAPAN AUTOS & AUTO PARTS EXHIBIT 2:with non-voting preferred shares of JPY 700 bn, banksto lend JPY 2.8 tn to the SPCToyota Fudosan and Toyota Tsusho not coveredSource: Company reports, Bernstein analysis (ii) Toyota to invest into the holding company 2 EXHIBIT 3:(iii) SPC to privatize TICO by acquiring theremaining 75% stake (including ~17% stake held byToyota Fudosan/Denso/Aisin/Toyota Tsusho)Toyota Fudosan and Toyota Tsusho not coveredSource: Company reports, Bernstein analysisEXHIBIT 5:(v) TICO to sell its stake in Toyota (~9%),Denso (~7%), Aisin (~3%) and Toyota Tsusho (~11%)through their buybacksToyota Fudosan and Toyota Tsusho not coveredSource: Company reports, Bernstein analysisJAPAN AUTOS & AUTO PARTS INVESTMENT IMPLICATIONSWe rateToyota Industries Outperformwith a price target of¥18,750.We rateToyota Market-Pe