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Toyota chairman Akio Toyoda has offered a ¥6 trillion ($42 billion) offer to take Toyota Industries — its largest and most historical subsidiary — off the market. The action will simplify Toyota's tangled network of cross-shareholdings and also respond to increased investor pressure for improved corporate governance. The bid would be financed by Japan's three largest banks and even by Toyoda personally investing his own money, the sources said, the Financial Times reported.

Corporate governance under pressure

Japan's regulators and the Tokyo Stock Exchange have been aggressively pushing for reforms in recent years, particularly at parent-child listings where large firms hold listed subsidiaries. In the Toyota Group, Toyota Industries has been considered a symbolic "final boss" for the reforms, said Bernstein analyst Masahiro Akita. Shareholder approval for Toyoda himself hit a record low of 72% last year, adding to the pressure for structural reform.

High stakes and internal deliberations

The proposal values Toyota Industries — with a current market capitalization of ¥4.3 trillion — at approximately ¥6 trillion including debt. Toyota and its subsidiaries already own a 40% stake in Toyota Industries and are now considering whether to take part in the entire buyout. Private equity groups are also said to be considering potential involvement, including carving out parts of the business. Insiders warn, however, that negotiations are still in progress and could yet fall through.

A deeply entrenched relationship

Toyota Industries is a 9.1% shareholder in Toyota Motor itself and has a deep historical connection with the automaker's establishment. It is one of the group's key suppliers, so the possible privatization is extremely strategic. Though Toyota Industries would not comment, Toyota stated no final decision on the deal has yet been reached.

Activist investors circling

The action is in the wake of increased interest from activist investors, led by those linked to Yoshiaki Murakami, that have focused on Toyota's smaller suppliers. Analysts indicate the mounting pressure for governance changes, as well as competition pressures leading to supply chain realignments, are compelling Toyota to take drastic restructuring measures. The company made comparable actions earlier when it completed the absorption of Toyota Auto Body and Kanto Auto Works in 2012.

An uncertain but crucial turning point

If Toyoda's planned buyout goes through, it will be one of the biggest take-private transactions in Japanese history and represent a serious change in Toyota's governance strategy. It would also solidify Toyoda's control of the company while better positioning Toyota for global competition and increasing calls for transparency.

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