Toyota has opened a self-tender offer at ¥2,725 a share for up to 108,750,841 of its own shares, about 0.92% of those outstanding excluding treasury stock. The cash cost is about ¥296.4bn. The offer runs from 6 November to 7 December 2026 (21 business days), and settlement starts on 29 December.
The target is cross-shareholdings. Toyota says several policy shareholders hold its stock, and that the non-life insurers among them have a policy of reducing those holdings. Toyota's stated worry is that market sales would temporarily worsen supply and demand in its shares. It also expects buybacks to help earnings per share and return on equity.
The sellers are MS&AD Insurance Group Holdings' two subsidiaries (60,729,315 and 3,308,326 shares) and two other non-life insurers (38,298,600 and 6,414,500 shares). Together they have indicated they will tender 108,750,741 shares, the planned purchase number.
The price is a 10% discount to the lower of the 4 November closing price (¥3,028) or the one-month average to that date (¥3,030). Toyota cites 47 of 52 comparable tender offers at a 10% discount. If tenders exceed the planned number, Toyota buys pro rata. The insurers have confirmed they would tender more in that case, and have not decided what to do with the shares they keep.
Toyota is also raising its buyback authorisation from the 4 August resolution, from 500mn shares and ¥1tn to 610mn shares and ¥1.3tn. It had bought 63,766,500 shares for about ¥195.0bn under that authority by 30 September. Shares bought through the tender will be cancelled at the end of the quarter in which the repurchases under the two resolutions are completed. The offer is not a completed buyback. Toyota says cash of ¥9.48tn would fall to ¥9.19tn afterwards.
SMBC Nikko Securities is the tender agent, and online applications are not accepted. The tender offer statement is the source for these terms.