Honda Motor Co., Ltd. (the “Company”) has announced the details of a secondary offering of its common stock, as approved by the Executive Council. The move aims to enhance corporate governance by unwinding cross-shareholdings and diversifying the shareholder base.
In response to the evolving Japanese market, which is increasingly moving away from cross-shareholdings, Honda has engaged in extensive dialogues with its shareholders. The result is a strategic decision to offer 259,879,700 shares of common stock to accelerate the liquidation of shares held under cross-shareholding arrangements and to attract a broader range of investors. This initiative is expected to bolster the Company’s corporate value and strengthen its business foundation.
Particulars of the Offering:
- Secondary Offering of Shares by Purchase and Subscription by Underwriters:
- Class and Number of Shares: 259,879,700 shares of common stock.
- Selling Shareholders and Number of Shares:
- Tokio Marine & Nichido Fire Insurance Co., Ltd.: 85,108,200 shares
- Sompo Japan Insurance Inc.: 42,978,600 shares
- Mitsui Sumitomo Insurance Company, Limited: 38,609,100 shares
- Mitsubishi UFJ Trust and Banking Corporation: 26,701,200 shares
- Custody Bank of Japan, Ltd. (Sompo Japan Insurance Inc. Retirement Benefit Trust Account): 26,700,000 shares
- MUFG Bank, Ltd.: 20,361,600 shares
- Saitama Resona Bank, Limited: 9,366,600 shares
- Mizuho Bank, Ltd.: 6,154,400 shares
- Nomura Trust and Banking Co., Ltd. (Retirement Benefit Trust for Mitsubishi UFJ Trust and Banking Corporation): 2,400,000 shares
- Aioi Nissay Dowa Insurance Company, Limited: 1,500,000 shares
- Selling Price: To be determined based on market demand between July 17 and July 22, 2024.
- Method: Shares will be offered by way of purchase and subscription by underwriters, including overseas sales in Europe and Asia.
- Share Delivery Date: Within five business days following the pricing date.
- Secondary Offering by Over-Allotment:
- Class and Number of Shares: Up to 38,981,900 shares of common stock.
- Seller: The Designated Lead Manager.
- Selling Price: To be determined on the pricing date.
- Method: Shares will be borrowed from a shareholder and offered by the Designated Lead Manager.
- Share Delivery Date: Same as the primary secondary offering.
Purpose and Lock-up:
The secondary offering aims to liquidate shares held under cross-shareholding arrangements and expand the shareholder base. Honda has agreed to a 180-day lock-up period, during which key stakeholders, including MUFG Bank, Ltd., Saitama Resona Bank, Limited, and Mizuho Bank, Ltd., will not sell or issue additional shares without the prior consent of the Joint Bookrunners.
This secondary offering represents a significant step in Honda’s efforts to enhance corporate governance and attract quality investors for medium- to long-term support, ensuring a robust corporate brand and business foundation.
