Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 28 2023 - 7:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or
15d-16 under
the Securities Exchange Act of 1934
For the month of August, 2023
Commission File Number 001-14948
Toyota Motor Corporation
(Translation of Registrants Name Into English)
1,
Toyota-cho, Toyota City,
Aichi Prefecture 471-8571,
Japan
(Address of
Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F. Form
20-F X Form
40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Material Contained in this Report:
I. |
English translation of the registrants announcement that concerning tendering of shares in tender offer
by KDDI CORPORATION to repurchase its shares as on July 28, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Toyota Motor Corporation |
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By: |
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/s/ Yoshihide Moriyama |
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Name: |
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Yoshihide Moriyama |
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Title: |
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General Manager, |
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Capital Strategy & Affiliated Companies Finance Division |
Date: July 28, 2023
[Reference Translation]
July 28, 2023
To Whom It May Concern:
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Company Name: TOYOTA MOTOR CORPORATION |
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Name and Title of Representative: |
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Koji Sato, President |
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(Code Number: 7203 |
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Prime of the Tokyo Stock Exchange and |
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Premier of the Nagoya Stock Exchange) |
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Name and Title of Contact Person: |
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Yoshihide Moriyama, General Manager, |
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Capital Strategy & Affiliated Companies Finance Div. |
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(Telephone Number: 0565-28-2121) |
Notice Concerning Tendering of Shares in Tender Offer by KDDI CORPORATION
to Repurchase its Shares
TOYOTA
MOTOR CORPORATION (TMC) hereby announces that TMC decided to tender a part of the common shares of KDDI CORPORATION (KDDI) held by TMC in the tender offer for treasury shares by KDDI, which was resolved at a meeting of its
Board of Directors held today (the Tender Offer).
The details are as follows.
1. Outline of tendering of shares in the Tender Offer
TMC will tender the common shares of KDDI held by TMC in the Tender Offer as follows:
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Number of shares to be tendered |
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64,102,500 common shares |
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Tender offer price |
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3,900 yen per share |
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Total amount to be sold |
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249,999,750,000 yen |
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Note: |
The total amount to be sold represents the total amount expected to be sold if all 64,102,500
common shares of KDDI tendered by TMC are purchased. However, regarding the common shares of KDDI to be purchased in the Tender Offer, since KDDI set the maximum number of shares to be purchased at 64,102,500 shares, depending on the responses from
the other shareholders of KDDI, there is no guarantee that all 64,102,500 common shares tendered by TMC will be purchased by KDDI. |
2. Reason for tendering shares in the Tender Offer
TMC entered the telecommunications business in the 1980s in response to the liberalization such business. Since the
establishment of KDDI in October 2000 as a result of the merger of Daini Denden Inc., KDD Corporation and IDO Corporation, TMC has been KDDIs major shareholder, and TMC has collaborated with KDDI on the Connected Services of TMC
and others since 2002. Moreover, as cars become increasingly connected to the Internet, since 2016, both companies have been accelerating initiatives to provide safety and comfort to car users through the integration of cars and telecommunications,
such as building a global communications platform (GCP) that is independent of existing roaming services to ensure stable and high-quality telecommunications globally between in-vehicle communications devices and cloud services. As a
result, approximately 20 million vehicles around the world have been connected to the Connected Services through the GCP. As mentioned above, TMC and KDDI have built a relationship of trust through long-standing business and capital
alliances.
Currently, TMC is working on a strategy to transform into a MOBILITY
COMPANY in order to survive intense competition and achieve medium- to long-term growth. We expect to require significant investment in Electrification, Intelligence and Diversification. To this end, TMC is
also focusing on the effective use of assets and reduction of strategic shareholdings to further improve capital efficiency.
Under these circumstances, we considered the optimal capital relationship with KDDI and made an offer to KDDI for the partial
sale of the shares of KDDI held by us. Thereafter, we received a proposal from KDDI regarding the Tender Offer and after considering the proposal, we determined that the terms and conditions, such as the purchase price, were appropriate and
therefore, we decided to tender the shares in the Tender Offer. The proceeds from the sale of the shares will be used to fund growth investments.
If the shares to be tendered in the Tender Offer are purchased, the number of KDDIs shares held by TMC will decrease but
TMC and KDDI determined that both companies will be able to maintain a good cooperative relationship going forward because our position as a major shareholder of KDDI will remain unchanged. At this time, we continue to hold common shares of KDDI
other than those to be tendered in the Tender Offer.
Also, TMC and KDDI are working together on research and development
into new businesses and capital alliances, which were announced in October 2022, and are utilizing their results to develop the next-generation GCP. TMC and KDDI will continue to collaborate to enhance the corporate values of both companies and make
further contributions to society.
3. Status of shares held before and after the Tender Offer
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(1) |
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Number of shares held
before the Tender Offer |
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316,794,400
shares (Shareholding Ratio: 14.68%) |
(2) |
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Number of shares to be
tendered in the Tender Offer |
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64,102,500
shares (Shareholding Ratio: 2.97%) |
(3) |
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Number of shares held
after the Tender Offer |
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252,691,900
shares (Shareholding Ratio: 11.71%) |
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Note 1: |
The number of shares held after the Tender Offer represents the number of shares that TMC will hold
after the Tender Offer is completed and all 64,102,500 common shares of KDDI tendered by TMC are purchased. However, regarding the common shares of KDDI to be purchased in the Tender Offer, since KDDI set the maximum number of shares to be purchased
at 64,102,500 shares, depending on the responses from the other shareholders of KDDI, there is no guarantee that all 64,102,500 common shares tendered by TMC will be purchased by KDDI. |
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Note 2: |
The Shareholding Ratio is calculated based on the number of shares (2,157,313,544 shares) obtained
by subtracting the number of treasury shares (including any treasury shares owned by the executive compensation Board Incentive Plan Trust account) as of the end of June 2023 from the total number of outstanding shares of KDDI as of the end of June
2023, as stated in the Financial Statements Summary for the three-month period ended June 30, 2023 [IFRS] released by KDDI on July 28, 2023, and rounded to two decimal places. |
4. Schedule of the Tender Offer (planned)
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Date of public notice regarding the commencement of the Tender Offer |
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July 31, 2023 |
Tender Offer period |
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From July 31, 2023 to August 28, 2023 |
Settlement start date |
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September 20, 2023 |
5. Impact on financial results
The impact on TMCs forecast of consolidated financial results for the fiscal year ending March 31, 2024 will be immaterial.
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