Shearman & Sterling advised Toyota Motor Corporation on its subsidiary through a share exchange by which Toyota Auto Body will become a wholly-owned subsidiary of Toyota. The share exchange was registered with the U.S. Securities and Exchange Commission under Form F-4. The implied aggregate value of the Toyota Auto Body shares that were not already owned by Toyota was approximately $363 million.

Toyota is one of the leading companies in the worldwide automotive market in terms of vehicle production and sales. Kanto Auto Works is one of Japan’s leading manufacturers of auto bodies. Kanto Auto Works mainly manufactures and develops auto bodies for compact vehicles, including various Toyota vehicles.

Shearman & Sterling acted as U.S. counsel to Toyota in the transaction. The Shearman & Sterling team consisted of partners Masahisa Ikeda (Tokyo-Capital Markets) and Kenneth Lebrun (Tokyo-Mergers & Acquisitions); counsel Satoko Kato (Tokyo-Capital Markets); associates Kana Morimura (Tokyo-Capital Markets), Raleigh Morgan (Tokyo-Mergers & Acquisitions) and Naho Tajima (Tokyo-Capital Markets), and legal specialists Ariel Weber (Tokyo-Mergers & Acquisitions) and Mizuho Sadamasu (Tokyo-Capital Markets). Tax advice was provided by partner Larry Crouch (Palo Alto-Tax) and associate Eileen O'Pray (Palo Alto-Tax).