Global asset managers, including AllianceBernstein, Schroders, and Neuberger Berman, have called on Toyota Motor to provide clearer disclosure over its planned buyout of Toyota Industries. They criticize what they say is an “opaque” valuation process, potential conflicts of interest involving Chairman Akio Toyoda, and terms that they believe do not fully safeguard minority shareholders.

The proposed transaction involves Toyota, the real estate arm Toyota Fudosan, and Akio Toyoda personally, offering ¥16,300 per share for Toyota Industries in a tender offer valued at roughly ¥3.7 trillion ($24.5 billion). This is a roughly 23% premium over the share price before deal rumors in April—significantly lower than the 44% average premium seen in comparable Tokyo Stock Exchange transactions, say the investors.

A particular concern is how Toyota is treating certain affiliate group companies as minority shareholders—meaning the deal might only need backing from about 42% of shareholders versus a higher threshold expected in more standard deals. Investors have asked that all valuation models, tax assumptions, and independent appraisal reports be fully disclosed.

Toyota has responded by saying that discussions with these investors have been “constructive” and that it has conducted the negotiations in good faith, claiming sufficient consideration has been given to minority shareholder interests. The company also said it would provide further announcements should additional disclosures be necessary.

The tender offer is expected to begin in February, after obtaining regulatory approvals. Meanwhile, Toyota Industries shares have already been trading above the offer price, suggesting market expectations that the offer might be improved.

Source: Reuters.