Toyota supplier hit with criticism at shareholder meeting over $33 billion deal

TOKYO, (Reuters) – Some investors in Toyota Industries voiced disapproval of a $33 billion buyout offer on Tuesday, adding to criticism that the bid from Japanese parent Toyota Motor was unfair to minority shareholders.
The 4.7 trillion yen ($33 billion) offer to take the forklift maker private has already come under fire from international shareholders including London-based Zennor Asset Management and Hong Kong-based Oasis Management. But on Tuesday, domestic shareholders at what is likely to be the company’s last annual general meeting before it is taken private, also expressed their concerns about the plan.
The world’s top-selling automaker plans to take Toyota Industries private in a complex, multi-part transaction that includes an offer price of 16,300 yen a share. The price, some shareholders have said, undervalues the supplier’s intrinsic value and strengthens the founding Toyoda family’s control over the broader group.
“I don’t think I am the only one who feels the price is too low,” said one shareholder at the meeting.
Another said the acquisition would lead to the “domination” of Toyota Industries, one of Toyota’s key suppliers, by the automaker.
The meeting ran for almost 2 hours, its longest ever, the company said. Toyota Industries’ executives also took some two dozen questions from shareholders, the most ever.
On Thursday Toyota chairman Akio Toyoda may face similar questions at the automaker’s annual general meeting.
Toyota has said the acquisition would allow Toyota Industries to deepen collaboration with group companies, without concerns of short-term profit targets, as Toyota itself becomes a broader “mobility company”.
Under the deal, a new holding company will be set up. Unlisted real estate company Toyota Fudosan will invest 180 billion yen while Toyoda, the founder’s grandson, will invest 1 billion yen. Toyota Motor will invest 700 billion yen for non-voting preferred shares.
“This was not a decision that neglected minority shareholders, but rather one that was taken with all the factors in mind,” Toyota Industries’ President Koichi Ito told shareholders.
Oasis, which has shares in both Toyota Motor and Toyota Industries, said on Friday it would push for a higher price.
Zennor and some others have said the price undervalues the substantial real estate on Toyota Industries’s books.
Toyota Industries had 1.5 trillion yen of property, plants and equipment on its balance sheet as of the end of March, a number that reflects the cost paid for the assets, minus depreciation, rather than their current market value.
Toyota Group companies hold at least 39% of Toyota Industries, according to LSEG data and the deal is widely expected to go through. Shares finished at 16,300 yen on Tuesday.
Toyota Industries, formerly Toyoda Automatic Loom Works, was founded in 1926 to make automatic looms. An automotive division within the company was set up and later spun off as Toyota Motor.
Reporting by Maki Shiraki; Writing by David Dolan; Editing by Kate Mayberry
Source: worldautoforum.com