Worth reading
57In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
4425689
million yenWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Tendering shares in these self-tender offersCounterparty (target company)TOYOTA MOTOR CORPORATION, Name of alliance partner, TOYOTA TSUSHO CORPORATION, AISIN CORPORATION
Disclosing company豊田自動織機
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceSubject TOYOTA MOTOR CORPORATION / Total amount planned to be sold ¥3,656,878,931,640, Subject Name of alliance partner / Maximum total amount planned to be sold ¥408,438,922,104, Subject TOYOTA TSUSHO CORPORATION / Maximum total amount planned to be sold ¥692,275,246,524, Subject AISIN CORPORATION / Maximum total amount planned to be sold ¥71,530,340,706
Type of ConsiderationCash
Tender offer priceSubject TOYOTA MOTOR CORPORATION / Tender offer price ¥3,067 per share, Subject Name of alliance partner / Maximum purchase price ¥2,209 per share (maximum), Subject TOYOTA TSUSHO CORPORATION / Maximum purchase price ¥5,862 per share (maximum), Subject AISIN CORPORATION / Maximum purchase price ¥3,078 per share (maximum)
Tender offer periodSubject TOYOTA MOTOR CORPORATION / Period 31 March 2026 to 27 April 2026, Subject Name of alliance partner / Period To be determined, Subject TOYOTA TSUSHO CORPORATION / Period To be determined, Subject AISIN CORPORATION / Period To be determined
Amount of extraordinary income (loss)Gain on sales of investment securities of ¥4,425,689 million (non-consolidated financial statements for the fiscal year ending March 2027)
Impact on Business Performance
The Company expects to recognize a gain on sales of investment securities of ¥4,425,689 million in its non-consolidated financial statements for the fiscal year ending March 2027. The tendering of shares in these self-tender offers will have no impact on results in the consolidated financial statements.
Procedures and assumptions
Valuation methodologyFor DENSO CORPORATION, TOYOTA TSUSHO CORPORATION and AISIN CORPORATION, the offer price will be based on an amount discounted by 10% from the lower of the closing price on the business day before the final decision date and the simple average closing price over the preceding month, subject to a cap at the closing price on 13 January 2026. For TOYOTA MOTOR CORPORATION, Not disclosed.
Conditions Precedent to ExecutionFor DENSO CORPORATION, TOYOTA TSUSHO CORPORATION and AISIN CORPORATION, the condition is that each company commence its self-tender offer. Recognition of the gain on sale is conditional on each tender offer being completed and all of the Company's tendered shares being purchased.
| Item | Details |
|---|---|
| Transaction name | Tendering shares in these self-tender offers |
| Counterparty name | TOYOTA MOTOR CORPORATION, Name of alliance partner, TOYOTA TSUSHO CORPORATION, AISIN CORPORATION |
| Name of the Subject Company | TOYOTA MOTOR CORPORATION, Name of alliance partner, TOYOTA TSUSHO CORPORATION, AISIN CORPORATION |
| Acquisition price | Subject TOYOTA MOTOR CORPORATION / Total amount planned to be sold ¥3,656,878,931,640, Subject Name of alliance partner / Maximum total amount planned to be sold ¥408,438,922,104, Subject TOYOTA TSUSHO CORPORATION / Maximum total amount planned to be sold ¥692,275,246,524, Subject AISIN CORPORATION / Maximum total amount planned to be sold ¥71,530,340,706 |
| Type of Consideration | Cash |
| Tender offer price | Subject TOYOTA MOTOR CORPORATION / Tender offer price ¥3,067 per share, Subject Name of alliance partner / Maximum purchase price ¥2,209 per share (maximum), Subject TOYOTA TSUSHO CORPORATION / Maximum purchase price ¥5,862 per share (maximum), Subject AISIN CORPORATION / Maximum purchase price ¥3,078 per share (maximum) |
| Tender offer period | Subject TOYOTA MOTOR CORPORATION / Period 31 March 2026 to 27 April 2026, Subject Name of alliance partner / Period To be determined, Subject TOYOTA TSUSHO CORPORATION / Period To be determined, Subject AISIN CORPORATION / Period To be determined |
| Number of shares acquired | Subject TOYOTA MOTOR CORPORATION / Number of shares planned to be sold 1,192,330,920 common shares / Number of voting rights Not disclosed, Subject Name of alliance partner / Number of shares planned to be sold 184,897,656 common shares / Number of voting rights Not disclosed, Subject TOYOTA TSUSHO CORPORATION / Number of shares planned to be sold 118,095,402 common shares / Number of voting rights Not disclosed, Subject AISIN CORPORATION / Number of shares planned to be sold 23,239,227 common shares / Number of voting rights Not disclosed |
| Voting rights ownership percentage | Before Subject TOYOTA MOTOR CORPORATION / Ownership ratio 9.15%, Subject Name of alliance partner / Ownership ratio 6.68%, Subject TOYOTA TSUSHO CORPORATION / Ownership ratio 11.19%, Subject AISIN CORPORATION / Ownership ratio 3.07% → after Subject TOYOTA MOTOR CORPORATION / Ownership ratio 0.00%, Subject Name of alliance partner / Ownership ratio 0.00%, Subject TOYOTA TSUSHO CORPORATION / Ownership ratio 0.00%, Subject AISIN CORPORATION / Ownership ratio 0.00% |
| Amount of extraordinary income (loss) | Gain on sales of investment securities of ¥4,425,689 million (non-consolidated financial statements for the fiscal year ending March 2027) |
| Impact on Business Performance | The Company expects to recognize a gain on sales of investment securities of ¥4,425,689 million in its non-consolidated financial statements for the fiscal year ending March 2027. The tendering of shares in these self-tender offers will have no impact on results in the consolidated financial statements. |
| Date of board resolution | 17 April 2026 |
| Contract Date | 3 June 2025 (the agreement to which the offeror is a party is dated 20 June 2025) |
| Execution Date / Effective Date | TOYOTA MOTOR CORPORATION: 25 May 2026 (settlement commencement date). DENSO CORPORATION, TOYOTA TSUSHO CORPORATION and AISIN CORPORATION: Undecided. |
| Valuation methodology | For DENSO CORPORATION, TOYOTA TSUSHO CORPORATION and AISIN CORPORATION, the offer price will be based on an amount discounted by 10% from the lower of the closing price on the business day before the final decision date and the simple average closing price over the preceding month, subject to a cap at the closing price on 13 January 2026. For TOYOTA MOTOR CORPORATION, Not disclosed. |
| Conditions Precedent to Execution | For DENSO CORPORATION, TOYOTA TSUSHO CORPORATION and AISIN CORPORATION, the condition is that each company commence its self-tender offer. Recognition of the gain on sale is conditional on each tender offer being completed and all of the Company's tendered shares being purchased. |
Items this document does not state (16)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedFunding arrangementsGoodwill amountIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The Company states that it decided to tender its shares in these self-tender offers pursuant to the agreement relating to the tender offer executed on 3 June 2025, as part of a series of transactions intended to take the Company's shares private.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.