Aisin Corporation TSE:7259
Aisin : Notice Concerning Share Repurchase and Tender Offer for Own Shares
Source: MarketScreener
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
April 28, 2026
Company name: AISIN CORPORATION Name of representative: Moritaka Yoshida, President
(Securities code: 7259, Tokyo and Nagoya Stock Exchanges)
Inquiries: Takashi Kurauchi, General Manager Finance & Accounting Dept. (Telephone: +81-566-24-8265)
Notice Concerning Share Repurchase and Tender Offer for Own Shares
As stated in the "Notice Concerning Changes in Matters Concerning Share Repurchase and Planned Commencement of Tender Offer for Own Shares" dated June 3, 2025, AISIN CORPORATION (the "Company") passed a resolution at its board of directors meeting held on the same date that it would implement a tender offer for its own shares (the "Tender Offer") within the maximum amount and time period for the purchase of its own shares approved by resolution at the board of directors meeting held on April 25, 2025 in relation to the purchase of its own shares pursuant to Article 156, paragraph 1 of the Companies Act of Japan (Act No. 86 of 2005, as amended; the "Companies Act"), as applied pursuant to Article 165, paragraph 3 of the Companies Act, and the Company's articles of incorporation.
In addition, as stated in the "Notice Concerning Changes to the Tender Offer Conditions for Own Share Tender Offer and Changes in Matters Concerning Share Repurchase" dated January 14, 2026, the Company approved changing the tender offer price in the Tender Offer by resolution at its board of directors meeting held on the same date, and announced that the commencement of the Tender Offer is expected to take place in late February 2026.
Furthermore, as stated in the "Updated on Disclosed Matters: Notice Concerning Progress Toward Implementation of Tender Offer for Company's Own Shares" dated March 2, 2026, the Company announced that it would change the scheduled commencement date of the Tender Offer from late February 2026 to a date after the announcement of the Company's consolidated financial results for the fiscal year ending March 31, 2026, and also announced that, because it was expected that the settlement of the Tender Offer would not be completed by April 30, 2026, being the expiration date of the share repurchase approved by resolutions of the board of directors held on April 25, 2025 and January 14, 2026, the Company planned to pass an additional resolution of the board of directors concerning the share repurchase pursuant to Article 156, paragraph 1 of the Companies Act, as applied pursuant to Article 165, paragraph 3 of the Companies Act, and the Company's articles of incorporation, which would serve as the legal basis for the Tender Offer.
Thereafter, based on the "Notice Concerning Results of Tender Offer for the Share Certificates, Etc. of Toyota Industries Corporation (Securities Code: 6201)" announced by Toyota Asset Preparatory Co., Ltd. ("Toyota Industries Purchaser") on March 24, 2026, the Company confirmed that the tender offer by Toyota Industries Purchaser for the shares in TOYOTA INDUSTRIES CORPORATION ("Toyota Industries") (such tender offer, the "Toyota Industries Tender Offer") was successfully completed on March 23, 2026, and that March 30, 2026 would be the commencement date of settlement for the Toyota Industries Tender Offer. The Company also announced, as stated in the "FY2026 Consolidated Financial Results [IFRS]" dated April 28, 2026, that it had published its consolidated financial results for the fiscal year ending March 31, 2026.
Based on the foregoing, the Company hereby announces that, at its board of directors meeting held on April 28, 2026, it approved, as set forth below, to conduct the tender offer for its own shares, within the limits on the maximum number of shares to be purchased and the purchase period approved by resolution of the same meeting, in connection with the purchase of its own shares pursuant to Article 156,
paragraph 1 of the Companies Act, as applied pursuant to Article 165, paragraph 3 of the Companies Act, and the Company's articles of incorporation.
Purpose of Tendering
On February 19, 2026, the Company announced the "2028 Medium-term Management Plan" (the "2028 Medium-term Management Plan") covering the fiscal year ending March 31, 2027 to the fiscal year ending March 31, 2029, which sets out the Company's policy to pursue business expansion in growth areas and improve capital efficiency, and aims to achieve sustainable growth and increase corporate value over the medium to long term by balancing shareholder returns while prioritizing the allocation of generated cash to growth investments, and accordingly contemplates additional shareholder returns in addition to such growth investments.
In this regard, as a shareholder return measure, the Company's basic policy is to provide stable and continuous dividends over the medium to long term. Based on this policy, for the fiscal year ending March 31, 2025, the Company paid an interim dividend of 30 yen per share (Note 1) and a year-end dividend of 30 yen per share, resulting in a consolidated dividend payout ratio of 43.5%. Furthermore, for the fiscal year ending March 31, 2026, the Company plans to pay an interim dividend of 30 yen per share and a year-end dividend of 40 yen per share, as stated in the "Notice of Dividends of Surplus for FY2026" announced on April 28, 2026. As a result, the annual dividend is expected to be 70 yen per share.
(Note 1) On October 1, 2024, the Company effected a 3-for-1 split of common shares in the Company (the "Common Shares"), and the amount stated takes into account the impact of the share split. The amount is 90 yen per share before taking into account the impact of the share split.
In addition, the Company's articles of incorporation provide that the Company may purchase its own shares by resolution of the board of directors pursuant to the provisions of Article 165, paragraph 2 of the Companies Act, in order to carry out a flexible capital policy in response to the business environment. The Company is considering continuing the share repurchase, taking into account the capitalization ratio
(Note 2) at the time and future investment trends. For purposes including pursuing capital efficiency, in the past ten years until April 28, 2026, the Company has purchased its own shares through market purchases on the Tokyo Stock Exchange and off-floor trading as shown in the table below.
Date of Resolution
Cumulative Purchase Period
Cumulative Number of Shares Purchased (Note 3)
Total Amount of Cumulative Purchase Cost
July 29, 2016
Board of directors
August 1, 2016 to
February 28, 2017
10,000,000 shares
(30,000,000 shares)
49,004,819,984 yen
May 24, 2017
Board of directors
May 25, 2017 to
February 9, 2018
10,000,000 shares
(30,000,000 shares)
59,427,287,993 yen
June 27, 2024
Board of directors
July 17, 2024 to
January 20, 2025
51,000,000 shares
83,908,414,900 yen
April 25, 2025 Board of directors
May 1, 2025 to
April 28, 2026 (Note 4)
33,317,000 shares
78,377,864,831 yen
(Note 2) Capitalization ratio = (Bonds and Borrowings + Lease Liabilities) ÷ (Bonds and Borrowings + Lease Liabilities + Capital)
(Note 3) On October 1, 2024, the Company effected a 3-for-1 split of Common Shares. The figures in parentheses in the above table reflect the impact of the share split.
(Note 4) As described below, at a board of directors meeting held on January 14, 2026, the Company passed a resolution to change the last day of the purchase period from
March 31, 2026 to April 30, 2026, and, at a board of directors meeting held on April 28, 2026, passed a resolution to suspend the purchase of its own shares based on the board of directors' resolution dated April 25, 2025 (as defined below).
As shown in the table above, while the Company was purchasing its own shares, from mid-February 2025 through late April 2025, it considered whether to implement further purchases of its own shares as an additional shareholder return measure based on the 2025 Medium-term Management Plan announced on September 14, 2023, which covers the fiscal years from the fiscal year ended March 31, 2024 through the fiscal year ended March 31, 2026 (the "2025 Medium-term Management Plan"). As a result, at a board of directors meeting held on April 25, 2025, the Company passed a resolution to purchase its own shares through market purchases on the Tokyo Stock Exchange and off-floor trading (ToSTNeT-3) between May 1, 2025 and March 31, 2026, the upper limit being 130 million shares of the total number of shares that could be purchased and 120 billion yen, being the total share purchase cost (the "Share Repurchase Based on April 25, 2025 BOD Decision").
On the other hand, on March 3, 2025, Toyota Fudosan Co., Ltd. ("Toyota Fudosan") indicated to the Company that it is considering requesting that Toyota Industries sell the Common Shares owned by Toyota Industries to the Company subject to successful completion of the Toyota Industries Tender Offer and completion of its settlement for the following reasons: in order to appropriate to the funds for Toyota Industries to repurchase its common shares held by Toyota Motor Corporation ("Toyota Motor"), which is subject to completion of a series of procedures for taking Toyota Industries common shares private, and in order to make effective use of the funds obtained from the sale of shares mutually owned among companies belonging to the Toyota Group (although not necessarily parent companies, affiliates, or jointly controlled companies, consisting of a total of 18 companies (as of March 31, 2025), including Toyota Fudosan, Toyota Motor, and three Toyota group companies (DENSO Corporation, Toyota Tsusho Corporation, and the Company); hereinafter the same).
In response to the contact by Toyota Fudosan, the Company began deliberating whether to agree to the share repurchase as proposed by Toyota Fudosan. While proceeding with the deliberation, on April 11, 2025, the Company received the following proposal from Toyota Fudosan:
that the Company purchase the Common Shares that Toyota Industries owns through a tender offer subject to successful completion of the Toyota Industries Tender Offer and completion of its settlement;
that the planned purchase quantity upon the Tender Offer be all of the Common Shares owned by Toyota Industries of 23,239,227 shares (ownership ratio (Note 5): 3.21%; such shares, the "Shares Subject to Tender"); and
that the price of the Tender Offer (the "Tender Offer Price") be set at the lower of (a) the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day prior to the date of the board of directors' resolution to finally determine the Tender Offer Price or (b) the simple average of the closing prices of the Common Shares on the Prime Market of the Tokyo Stock Exchange for the past one-month period up to the business day above; whichever the case, with a certain discount on the price (however, if the resulting price exceeds a certain amount, then that price; the "Maximum Tender Offer Price").
Furthermore, on April 26, 2025, the Company received the following proposal from Toyota Fudosan: that the Tender Offer Price be set at the lower of (a) the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day prior to the date of the board of directors' resolution to finally determine the Tender Offer Price or (b) the simple average of the closing prices of the Common Shares on the Prime Market of the Tokyo Stock Exchange for the past one-month period up to the business day above; whichever the case, with a 10% discount on the price (however, if the price exceeds the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange on June 2, 2025 (rounded to the nearest whole number), which is the business day prior to the board of directors meeting at which the resolution to implement the Tender Offer will be passed, then the Maximum Tender Offer Price.
(Note 5) "Ownership ratio" refers to the percentage (rounded to the second decimal place; hereinafter the same shall apply to ownership ratio calculations) of the number of shares (724,572,870 shares) obtained by subtracting the number of treasury shares owned by the Company as of March 31, 2026
(34,451,032 shares) from the total number of issued shares as of the same date (759,023,902 shares) stated in
the "FY2026 Consolidated Financial Results IFRS" announced by the Company on April 28, 2026.
As a result of the Company's further considerations of the proposal by Toyota Fudosan, since the effective use of funds from the sale of shares by the Toyota group companies explained by Toyota Fudosan, which means, existing measures to review capital relationships aimed at growth of the Toyota group companies, was acceptable to the Company, the Company determined as follows: (i) if the Company decides to purchase the Shares Subject to Tender as own shares, the Company will be able to do so in a considerable amount in a short period of time as part of the additional shareholder returns envisaged in the 2028 Medium-term Management Plan without impairing the liquidity of the Common Shares, which will contribute to realization of the contemplated additional shareholder returns; and (ii) the Company announced previously that it will purchase its own shares through market purchases on the Tokyo Stock Exchange and off-floor trading (ToSTNeT-3) within the upper limit of 120 billion yen based on the resolution of the board of directors meeting held on April 25, 2025, and it is sufficiently possible to purchase the Shares Subject to Tender without interfering with the contemplated share repurchase and will rather facilitate the implementation of additional shareholder returns, which the Company has been contemplating for some time. In addition, the Company has carefully examined the specific method of share repurchase, taking into account equality among shareholders, the transparency of transactions, and the trading situation in the market, and as a result, in early May of 2025, the Company came to the view that it is appropriate to purchase the Shares Subject to Tender via a tender offer for the following reasons: it would be possible to provide shareholders other than Toyota Industries with an opportunity to decide whether to accept the share repurchase based on market price trends after providing a certain period for consideration; transparency of the transactions can be ensured by purchasing through a tender offer procedure in accordance with laws and regulations; the transactions are off-the-market transactions that have relatively little impact on the liquidity of the Common Shares on the market; and when conducting purchases of own shares using market purchases or off-the-floor transactions, institutionally, the purchase price must be set at the market price, and since it is not possible to realize purchases at a price with a certain discount from the market price, it is not an advantageous option compared to a tender offer.
In addition, in determining the Tender Offer Price, the Company considered it would be desirable to use the market price of the Common Shares as the basis from the perspective of emphasizing clarity and objectivity of the criteria, and that it would be desirable to set the price with a certain discount on the market price in order to limit the outflow of assets as much as possible from the perspective of respecting the interests of shareholders who do not tender in the Tender Offer and continue to own the Common Shares. With regard to the discount rate, in order to grasp the status of setting the discount rate for a certain number of similar projects in recent years, the Company referred to the fact that out of 77 cases of tender offers for own shares settled between May 2022 and April 2025 (the "Reference Cases"), the discount rate of 10% was the most commonly used in 66 cases (excluding 11 cases that set premiums or used a stock valuation report to determine the tender offer price) (there were three cases with a discount rate of 5% or more and less than 10% (in calculating the discount rate in the Reference Cases, rounded to the nearest whole number), 52 cases with a discount rate of 10%, and 11 cases with a discount rate of 11% or more), and considered that the general level of the discount rate in similar cases in recent years was 10%, and determined that it was appropriate to set the discount rate of the Tender Offer Price at 10%. In addition, it is expected that a period of approximately seven months will elapse from the date of the board of directors meeting that will pass the resolution to implement the Tender Offer to the date of the final decision on the Tender Offer Price, and in light of the possibility of fluctuations in the stock price during that time, the market share price of the Common Shares will rise significantly; therefore, since there is a possibility that an unforeseen outflow of assets may occur, the Company has determined that it is desirable for the Company to set the Maximum Tender Offer Price. Based on these considerations, on May 19, 2025, the Company informed Toyota Fudosan that it would implement the Tender Offer in response to Toyota Fudosan's proposals made on April 11, 2025 and April 26, 2025.
Based on the above discussions and deliberations, the directors of the Company who participated in the deliberations and resolutions (six directors excluding Mr. Moritaka Yoshida and Mr. Koji Kobayashi for the following reasons) unanimously approved a resolution concerning the following at the board of directors meeting held on June 3, 2025, pursuant to Article 156, paragraph 1 of the Companies Act, as applied pursuant to Article 165, paragraph 3 of the Companies Act, and the Company's articles of incorporation: (i) the Company intends to purchase its own shares; (ii) the Company plans to implement the Tender Offer as the specific purchase method; (iii) the Tender Offer Price will be set at the lower of
(a) the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day prior to the date of the board of directors' resolution to finally determine the Tender Offer Price or (b) the simple average of the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange for the past one-month period up to the business day above; whichever the case, with a 10% discount on the price (rounded to the nearest whole number; however, if the price exceeds the closing price of 1,791 yen (rounded to the nearest whole number) of the Common Shares on the Prime Market of the Tokyo Stock Exchange on June 2, 2025, which is the business day prior to the board of directors meeting that will pass the resolution to implement the Tender Offer, then 1,791 yen), and will be determined again on the date of announcement of commencement of the Tender Offer; (iv) further, with regard to the planned purchase quantity in the Tender Offer, since it is necessary to minimize the outflow of cash, the planned purchase quantity will be 23,239,227 shares (ownership ratio: 3.21%), which is the same number as the Shares Subject to Tender by Toyota Fudosan, and since there is a possibility that the number tendered will exceed the planned purchase quantity as a result of prorated unit adjustments, the upper limit of the number of shares to be purchased will be 23,239,327 shares (ownership ratio: 3.21%), which is the planned purchase quantity plus 1 unit (100 shares). In connection with the above, the Company resolved at its board of directors meeting held on June 3, 2025, to change certain matters relating to the Share Repurchase Based on April 25, 2025 BOD Decision. Specifically, the Company added an own share tender offer as a method of share repurchase and, while the determination of all matters necessary for the purchase of its own shares had been delegated to the Representative Director, excluded the purchase of its own shares through an own share tender offer from such delegation.
Subsequently, on December 18, 2025, the Company received a request from Toyota Fudosan to consider changing the Maximum Tender Offer Price, in light of the fact that, from and after June 3, 2025, the market price of the Common Shares has risen and a significant gap has emerged between the market price and 1,791 yen, which had been set as the Maximum Tender Offer Price. Specifically, Toyota Fudosan requested that the Maximum Tender Offer Price be changed to the closing price of the Common Shares on the Prime Market of the Tokyo Stock Exchange on the business day prior to the date on which the commencement of the Toyota Industries Tender Offer is publicly announced. Based on the discussions at the board of directors meeting held on December 22, 2025, the Company replied, on December 26, 2025, that it recognizes both the Toyota Industries Tender Offer and the Tender Offer as part of a series of transactions aimed at reviewing the capital relationships to promote the growth of the Toyota group companies, and that, as a prerequisite for the Company considering a revision of the Maximum Tender Offer Price, it would like Toyota Fudosan to consider revising the tender offer price in the Toyota Industries Tender Offer (the "Toyota Industries Tender Offer Price"). Subsequently, on January 6, 2026, the Company received a communication from Toyota Fudosan stating that discussions were being held with Toyota Industries regarding a change to the Toyota Industries Tender Offer Price, and the Company again received a request to consider changing the Maximum Tender Offer Price. Upon receiving this request, while considering a change to the Maximum Tender Offer Price, on January 8, 2026, the Company requested that Toyota Fudosan further explain the necessity of changing the Maximum Tender Offer Price. On the same day, the Company received a communication from Toyota Fudosan conveying that: (i) Toyota Industries considers that any sale of the Common Shares held by Toyota Industries should be implemented via the most advantageous method based on market prices; (ii) after taking taxes and other items into account, Toyota Industries' net proceeds would be greater if the Common Shares were sold on the stock market at the market price than if they were sold at the Maximum Tender Offer Price (1,791 yen); accordingly, at present Toyota Industries has no intention to sell the Common Shares it holds at the Maximum Tender Offer Price (1,791 yen); and (iii) Toyota Fudosan may consider changing the Toyota Industries Tender Offer Price, given that Toyota Industries could receive an increase in the amount of cash if the Company changed the Maximum Tender Offer Price. Following this, the Company further considered revising the Maximum Tender Offer Price. Consequently, the Company determined, prioritizing the successful completion of the Tender Offer, that it would be advisable to revise the Maximum Tender Offer Price, after comprehensively taking into account (i) the potential impact on the market price the Common Shares caused by the situation where, absent a revision, the Common Shares held by Toyota Industries were not tendered in the Tender Offer and were instead sold on the market at market prices; (ii) that, if the Company were to acquire the Shares Subject to Tender as own shares, it would be possible, as part of the additional shareholder return contemplated under the Company's
medium-term management plan announced in 2025, to acquire, in the short term and without impairing the liquidity of the Common Shares, a substantial number of own shares, thereby contributing to the realization of the contemplated additional shareholder return; (iii) that even with a revision to the