Elliott tries poaching Toyota Industries sellers

As the 2 March deadline for Toyota’s take-private bid for Toyota Industries looms, Elliott Investment Management is offering to purchase Toyota Industries shares at market price according to a Reuters report. Elliott is targeting investors that have already agreed to sell their shares to Toyota as part of a last-ditch effort to block Toyota’s JP¥5.4tr consolidation bid. 

Toyota Group has offered JP¥18,800 (US$120) per share—raised from an initial JP¥16,300 in January under shareholder pressure. It has refused to budge from this sum, despite the fact that Toyota Industries shares closed at JP¥20,230 on 27 February. This leaves Toyota’s offer 7.6% below market price; Elliott has simultaneously argued that the company is worth at least JP¥26,000 per share, and potentially above JP¥40,000 by 2028 if operational improvements are made.

Toyota Fudosan, the group’s unlisted asset management arm leading the deal, maintains the offer “reflects the intrinsic value” of Toyota Industries and that it has “no intention to change” the price. To proceed, it requires a two-thirds ownership threshold; Toyota Motor’s existing 25% stake, combined with committed sellers at around 33%, currently leaves the group roughly 9 percentage points short.

The dispute centres on Toyota Industries’ 9% stake in Toyota Motor, valued at around JP¥4.5tr making it one of Japan’s largest remaining cross-shareholdings. Unwinding this represents the deal’s core governance rationale. Critics, including Elliott, have argued that the offer price fails to adequately reflect that asset’s value, and that the special committee tasked with evaluating the bid is conflicted.

In a parallel development, Toyota Motor is reportedly preparing a JP¥3tr (US$19bn) sale of strategic shareholdings held by Japanese banks and insurers, in a broader move to dismantle cross-shareholding structures. The sale would align Toyota more closely with global governance expectations at a moment when scrutiny of such arrangements—and in the case of Toyota specifically, the influence of its founding family—has intensified.

The outcome of the Toyota-Elliott showdown is being closely monitored in board rooms across corporate Japan, as activist shareholder campaigns continue to become an increasingly common sight. An independent analyst quoted by the Financial Times said: “Everyone is looking at this situation and taking notes […] Elliott might be unique in its size, but we are taking a lot of lessons from what they are doing.”