Toyota is preparing a major unwinding of strategic cross-shareholdings that would involve financial institutions selling roughly 3 trillion yen of its stock - about $19 billion - according to people familiar with the matter. The sale may be larger if more shareholders choose to sell, and the automaker hopes the move could occur as early as this year, although timing and scale remain subject to change or cancellation depending on shareholder response.
Those familiar with Toyota's planning said the company intends to use share buybacks to acquire the equity being shed by banks and insurers. As an alternative, a secondary sale to other investors has also been discussed. The individuals who provided these details asked not to be identified because the deliberations are not public.
Company spokespeople were contacted but declined to comment on the reports. The preparations for this potential large-scale unwinding have not previously been public, the people said.
Corporate governance reform in Japan is the context for the contemplated action. Regulators and the Tokyo Stock Exchange have been urging firms to dismantle long-standing cross-shareholding arrangements - where companies hold stakes in one another to reinforce business ties - a practice that governance critics say can insulate management from shareholder oversight. Although cross-shareholdings have been common in Japan for decades, they have attracted criticism from governance experts and overseas investors for limiting capital allocation flexibility.
Toyota itself has maintained a policy of reducing its strategic cross-shareholdings, but the company has also faced investor pressure to strengthen governance and improve capital efficiency. One of the sources said Toyota aims to demonstrate seriousness about governance reform by moving to unwind strategic shareholdings on a substantial scale.
Separately, Toyota is in the middle of a tender offer for forklift maker Toyota Industries. That tender offer has drawn opposition from activist investor Elliott, which says the deal is underpriced and lacks transparency. Toyota extended the tender offer until March 2 because it has not yet secured sufficient shareholder support.
Major Toyota shareholders include Japanese banks and insurers - among them are Sumitomo Mitsui Financial Group and Mitsubishi UFJ Financial Group on the banking side, plus MS&AD Insurance Group among insurers. In recent years, Japanese banks and insurers have announced policies aimed at reducing their cross-shareholdings, a trend that aligns with the potential Toyota initiative.
The size and timing of any sale are uncertain. The people familiar with the company's plans stressed that the proposed 3 trillion yen figure is an estimate and could be adjusted upward if shareholders are willing to sell more shares. They also noted the possibility that the plan could be postponed or abandoned entirely if conditions or shareholder sentiment warrant such a change.
Currency used in the estimates places $1 equal to 155.7300 yen.
Summary of developments
- Toyota is considering a large-scale reduction of strategic cross-shareholdings involving banks and insurers selling roughly 3 trillion yen of stock.
- The company plans to use buybacks to acquire shares, with a secondary sale to other investors also an option.
- The timing and scale of any action could change or be abandoned depending on shareholder willingness.