MUMBAI: Can three major Japanese brands -otherwise tough competitors – integrate their business operations and operate under a single joint holding company?
That’s a possibility that auto makers Honda, Nissan and Mitsubishi Motors are considering.
On 23 December Honda and Nissan announced that they were expanding their memorandum of understanding (MoU) they had signed in March 2024 and then in August 2024 into one which involved a deeper relationship. And they announced that Mitsubishi had decided to throw its hat into the ring and consider being part of the alliance.
.
The 15 March MoU between Honda and Nissan related to a strategic partnership for the era of vehicle intelligence and electrification. The 1 August agreement, was extended to include joint research in fundamental technologies in the area of platforms for next-generation software-defined vehicles (SDVs), particularly in the areas crucial for intelligence and electrification, to advance focused discussions toward more concrete collaboration.
The MoU between Nissan and Honda announced on 23 December is about the two of them integrating their business operations and coming under a joint holding company aimed to serve as an option to maintain global competitiveness and for the two of them to continue to deliver more attractive products and services to customers worldwide.If the business integration can be realised, the two can aim to integrate their respective management resources such as knowledge, human resources, and technologies; create deeper synergies; enhance the ability to respond to market changes; and expect to improve mid- to long-term corporate value, said a press release.
Additionally, Nissan and Honda can aim to further contribute to the development of Japan's industrial base as a “leading global mobility company” by integrating Nissan and Honda's four-wheel-vehicle and Honda's motorcycle and power products businesses, enabling the brands of both companies to become more attractive and to deliver more attractive and innovative products and services to customers worldwide
The two companies also announced that they had signed another MoU with Mitsubishi to explore the possibility of its participation, involvement, and synergy sharing in the joint holding company. The three companies have agreed to explore the possibility of achieving synergies at an increased level through Mitsubishi’s participation or involvement in the business integration. Mitsubishi Motors aims to reach a decision on its inclusion in the arrangement by the end of January 2025.
In the interim, Nissan and Honda said that they would be establishing an integration preparatory committee to facilitate a smooth integration and will conduct focused discussions. Based on the committee’s discussions, as well as the results of due diligence, the companies will examine and analyse more specific synergies. By promptly realising the synergies from the integration, Nissan and Honda can aim to become a world-class mobility company with sales revenue exceeding 30 trillion yen and operating profit of more than 3 trillion yen, said the press release.
The synergies they are expecting to benefit from include:
* scale advantages by standardising vehicle platforms,
* enhancement of development capabilities and cost synergies through the integration of R&D functions,
* Optimizing manufacturing systems and facilities,
* Strengthening competitive advantages across the supply chain through the integration of purchasing functions,
* realizing cost synergies through operational efficiency improvements,
* Acquisition of scale advantages through integration in sales finance functions,
* Establishment of a talent foundation for intelligence and electrification
Nissan director, president, CEO & representative executive officer Makoto Uchida said: “Honda and Nissan have begun considering a business integration, and will study the creation of significant synergies between the two companies in a wide range of fields. It marks a pivotal moment as we begin discussions on business integration that has the potential to shape our future. If realised, I believe that by uniting the strengths of both companies, we can deliver unparalleled value to customers worldwide who appreciate our respective brands. Together, we can create a unique way for them to enjoy cars that neither company could achieve alone It is significant that Nissan's partner, Mitsubishi Motors, is also involved in these discussions. We anticipate that if this integration comes to fruition, we will be able to deliver even greater value to a wider customer base.“
Honda director & representative executive officer Toshihiro Mibe said: "Creation of new mobility value by bringing together the resources including knowledge, talents, and technologies that Honda and Nissan have been developing over the long years is essential to overcome challenging environmental shifts that the auto industry is facing. Honda and Nissan are two companies with distinctive strengths. We are still at the stage of starting our review, and we have not decided on a business integration yet, but in order to find a direction for the possibility of business integration by the end of January 2025, we strive to be the one and only leading company that creates new mobility value through chemical reaction that can only be driven through synthesis of the two teams At this time of change in the automobile industry, which is said to occur once every 100 years, we hope that Mitsubishi Motors' participation in the business integration discussions of Nissan and Honda will lead to further social change, and that we will be able to become a leading company in creating new value in mobility through business integration. Nissan and Honda will start the discussion from today onwards with an aim to clarify the possibility of business integration by around the end of January in line with the consideration of Mitsubishi Motors."
Mitsubishi Motors director, representative executive officer & president and CEO Takao Kato said: “In an era of change in the automotive industry, the study between Nissan and Honda about a business integration will accelerate synergy maximization effects, bringing high value also to the collaborative businesses with Mitsubishi Motors. In order to realize synergies and to make the best use of each company's strengths, we will also study the best form of cooperation.”
Even if Mitsubishi decides to opt out of the mega plan, Nissan and Honda, said that they intend to establish, through a joint share transfer, a joint holding company that will be the parent company of both companies. This will be subject to approval at each company's general meeting of shareholders and obtaining necessary approvals from relevant authorities for this business integration, based on the premise that Nissan's turnaround actions are steadily executed. Both Nissan and Honda will be fully owned subsidiaries of the joint holding company. Additionally, the companies plan to continue coexisting and developing the brands held by Honda and Nissan equally.
This is broadly what the MoU between Nissan and Honda entails:
* Shares of the newly established joint holding company under consideration are planned to be newly listed (technical listing) on the prime market of the Tokyo stock exchange (“TSE”). The listing is scheduled for August 2026.
* With the listing of the joint holding company, both Nissan and Honda will become wholly owned subsidiaries of the joint holding company and will be scheduled to be delisted from the TSE. However, shareholders of both companies will continue to be able to trade shares of the joint holding company issued during this share transfer on the TSE.
* The listing date of the joint holding company and the delisting date of both Nissan and Honda will be determined in accordance with the regulations of the TSE.
* Regarding the organisational structure of the joint holding company, and both companies which will become wholly-owned subsidiaries of the joint holding company after the business integration, the optimal structure for realising synergies, including the integration of R&D functions, purchasing functions, and manufacturing functions, will be discussed and considered within the integration preparatory committee, with the aim of establishing an organisational structure that enables efficient and highly competitive business operations after the business integration.
