Toyota Motor Corporation (7203.T) announced on Wednesday that it has agreed to increase its tender offer for group company Toyota Industries (6201.T) to 18,800 yen ($118.11) per share, up from the previous offer of 16,300 yen per share made in June 2025. The move is part of Toyota’s broader plan to take the forklift and industrial equipment manufacturer private.

The decision to raise the offer has drawn significant attention from global investors and financial analysts, as it reflects ongoing trends in Japan’s corporate governance reforms and the push to unwind cross-shareholdings.

Toyota Industries Tender Offer: Key Details

Toyota Industries, a key supplier of engines to Toyota Motor and a leading manufacturer of forklifts and industrial machinery, will now be taken private through a joint effort involving:

• Toyota Motor Corporation
• Toyota Fudosan, the group’s real estate arm
• Toyota Chairman Akio Toyoda, further consolidating the founding family’s influence in the group

The tender offer is set to begin on January 15 and run through February 12, 2026, according to filings by major shareholder Denso (6902.T).

Investor Pressure and Activist Influence

The revised offer comes after mounting pressure from global investors and activist shareholders, particularly Elliott Investment Management. Elliott disclosed in November 2025 that it had taken a stake in Toyota Industries, arguing that the original 16,300 yen offer undervalued the company and lacked transparency for minority shareholders.

Elliott subsequently increased its stake to 5%, intensifying calls for Toyota to improve deal terms. In response, Toyota increased the offer price, raising its contribution for the transaction from 706 billion yen to 800 billion yen.

Toyota Industries Endorses Tender Offer

In a separate filing, Toyota Industries confirmed its support for the revised tender offer and recommended that shareholders tender their shares, signaling confidence in the new valuation. Toyota’s advisory committee emphasized that the higher offer price did not favor any particular party and did not unfairly benefit the Toyoda family or Toyota Fudosan at the expense of other shareholders.

To ensure impartiality, negotiations between Toyota Motor and Toyota Fudosan were conducted without the involvement of Akio Toyoda, according to the filings.

Market and Governance Implications

The initial offer of 16,300 yen per share represented a premium of around 23% to Toyota Industries’ stock price prior to deal news in April 2025. The new offer of 18,800 yen per share further underscores Toyota’s commitment to closing the transaction fairly and addressing shareholder concerns.

This move also aligns with Japan’s ongoing corporate governance reforms, which encourage:

• Transparency in mergers and acquisitions
• Protection of minority shareholder interests
• Reduction of cross-shareholdings that historically limit shareholder influence

Analysts note that the deal will allow Toyota to strengthen control over strategic group companies while ensuring long-term operational synergies across the automotive and industrial equipment sectors.

Conclusion

Toyota’s decision to raise its tender offer for Toyota Industries by 15% highlights the delicate balance between corporate governance, shareholder rights, and strategic business consolidation in Japan. With the tender offer set to open on January 15, investors and market watchers will be closely monitoring the response of both institutional and retail shareholders.

The outcome of this deal could set important precedents for corporate takeovers in Japan, especially in terms of valuation transparency and minority shareholder protections in private transactions.