Source disclosure: January 14, 2026
TOYOTA TSUSHO CORPORATION [8015.T]
TOKYO — Toyota Tsusho Corporation announced on January 14, 2026, that it has revised the terms of its tender offer to repurchase shares from itself, known as a self-tender offer. The company initially decided on this course of action based on a resolution under Article 370 of the Companies Act and the company's articles of incorporation on June 3, 2025.
The latest revision was prompted by a request from Toyota Real Estate Co., Ltd. (Toyota Real Estate) on December 18, 2025, to reconsider the original conditions set out in the initial decision. Following extensive deliberations, Toyota Tsusho resolved through a written resolution on January 14, 2026, to adjust the purchase price for the self-tender offer. This new price will be determined as a 10% discount off either the closing price of Toyota Tsusho’s common stock on the Tokyo Stock Exchange Prime Market on the business day before the board meeting date when the final price is decided, or the simple average of the closing prices over the past month prior to that same date, whichever is lower. However, if the resulting discounted price exceeds ¥5,862, which was the closing price on January 13, 2026, then the purchase price will be capped at ¥5,862.
Additionally, the company clarified that the number of shares available for purchase under the self-tender offer will remain at 118,095,402 shares, representing an ownership percentage of 11.19%. This figure corresponds to all the shares held by Toyoda Automatic Loom Works, Ltd. (Toyoda), pending their transfer to Toyota Tsusho. Should there be more than the stated number of shares tendered, allocation will occur proportionally among applicants, up to a maximum limit of 118,095,502 shares. According to Toyota Tsusho, even if the maximum number of shares were purchased at the upper limit price of ¥3,054 per share, the total acquisition cost would still fall within the company’s distributable surplus as of the announcement date.
Furthermore, Toyota Real Estate indicated that should the number of shares tendered exceed the anticipated amount, leading to excess shares remaining with Toyoda after proportional allocation, these additional shares would likely be promptly sold off by Toyoda. This arrangement ensures that the primary objective of minimizing asset outflow while fulfilling the purpose of acquiring shares from Toyoda remains intact.
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