KKR, a leading global investment firm, announced today that it will launch its tender offer ("Tender Offer") for the common shares and share acquisition rights, etc. of Topcon Corporation ("Topcon" or the "Company"; TSE stock code 7732). The Tender Offer will be made through TK Co., Ltd. ("Offeror"), an entity owned by the investment funds managed by KKR. The Tender Offer will commence on July 29, 2025 and will run until September 9, 2025.
The Offeror will commence the Tender Offer to acquire all outstanding common shares and share acquisition rights (excluding treasury shares held by Topcon) with a tender offer price of JPY 3,300 per common share and JPY 193,400 per 7th Series Share Acquisition Right.1
Topcon is a global leader in the manufacturing of technology, leveraging its strengths in optical technology and precision measurement technology since its founding. Topcon is expanding its business globally with its unique DX solutions that combine advanced technologies such as IoT platforms and AI. Topcon is pursuing its long-term vision leading up to its 100th anniversary in 2032, and the Company has been implementing its "Mid-Term Management Plan 2025" covering the fiscal years 2023–2025. Under this plan, Topcon has pursued sustainable business growth and improved profitability by deepening its orientation towards customers, and as the next step, the Company aims to evolve into "New Topcon 2.0," a business structure that will further accelerate the competitiveness of the Topcon Group.
KKR is making this investment predominantly from its Asian Fund IV. Topcon President and CEO, Takashi Eto, has agreed to tender his shares into the Tender Offer. Following the completion of the Tender Offer, Mr. Eto and funds managed by JIC Capital, Ltd. will invest in KKR-managed investment vehicles that will own Topcon. This series of transactions, including the Tender Offer, constitutes a management buyout. Additionally, funds managed by ValueAct Capital, a major shareholder of Topcon, have also agreed to tender shares in the Tender Offer and invest in KKR-managed investment vehicles that will own Topcon.
For more details regarding the announcement, please refer to the full text of the release issued by the Offeror today titled, "Notice Regarding the Commencement of Tender Offer for the Shares of Topcon Corporation (Securities Code: 7732) by TK Co., Ltd. as part of MBO Implementation."
Forward-looking Statements
This press release should be read in conjunction with the release issued by the Offeror today titled "Notice Regarding the Commencement of Tender Offer for the Shares of Topcon Corporation (Securities Code: 7732) by TK Co., Ltd. as part of MBO Implementation."
The purpose of this press release is to publicly announce the Tender Offer and it has not been prepared for the purpose of soliciting an offer to sell or purchase in the Tender Offer. When making an application to tender, please be sure to read the Tender Offer Explanatory Statement for the Tender Offer and make your own decision as a shareholder or share acquisition right holder. This press release does not constitute, either in whole or in part, a solicitation of an offer to sell or purchase any securities, and the existence of this press release (or any part thereof) or its distribution shall not be construed as a basis for any agreement regarding the Tender Offer, nor shall it be relied upon in concluding an agreement regarding the Tender Offer.
The Tender Offer will be conducted in compliance with the procedures and information disclosure standards set forth in Japanese law, and those procedures and standards are not always the same as the procedures and information disclosure standards in the U.S. In particular, neither Sections 13(e) or 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; the same shall apply hereinafter) or the rules under these sections apply to the Tender Offer; and therefore the Tender Offer is not conducted in accordance with those procedures and standards. In addition, because the Offeror is a corporation incorporated outside the U.S., it may be difficult to exercise rights or demands against it that can be asserted based on U.S. securities laws. It also may be impossible to initiate an action against a corporation that is based outside of the U.S. or its officers in a court outside of the U.S. on the grounds of a violation of U.S. securities-related laws. Furthermore, there is no guarantee that a corporation that is based outside of the U.S. or its affiliates may be compelled to submit themselves to the jurisdiction of a U.S. court.
Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. All or a part of the documentation relating to the Tender Offer will be prepared in English; however, if there is any discrepancy between the English-language documents and the Japanese-language documents, the Japanese-language documents shall prevail.
This press release includes statements that fall under "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act of 1934. Due to known or unknown risks, uncertainties or other factors, actual results may differ materially from the predictions indicated by the statements that are implicitly or explicitly forward-looking statements. Neither the Offeror nor any of its affiliates guarantee that the predictions indicated by the statements that are implicitly or expressly forward-looking statements will materialize. The forward-looking statements in this press release were prepared based on information held by the Offeror as of today, and the Offeror and its affiliates shall not be obliged to amend or revise such statements to reflect future events or circumstances, except as required by laws and regulations.
The Offeror, the financial advisors of the Offeror and the Company, and the tender offer agent (and their respective affiliates) may purchase the common shares and share acquisition rights, etc. of the Company, by means other than the Tender Offer, or conduct an act aimed at such purchases, for their own account or for their client's accounts, including in the scope of their ordinary business, to the extent permitted under financial instrument exchange-related laws and regulations, and any other applicable laws and regulations in Japan, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 during the Tender Offer period. Such purchases may be conducted at the market price through market transactions or at a price determined by negotiations off-market. In the event that information regarding such purchases is disclosed in Japan, such information will also be disclosed on the English website of the person conducting such purchases (or by any other method of public disclosure).
If a shareholder exercises its right to demand the purchase of shares of less than one unit in accordance with the Companies Act, the Company may buy back its own shares during the Tender Offer period in accordance with the procedures required by laws and regulations.
About KKR
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR's insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR's investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE:KKR), please visit KKR's website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group's website at www.globalatlantic.com.
1 7th Series Share Acquisition Rights issued pursuant to a resolution of the Company's Board of Directors held on June 25, 2021 (exercise period is from April 1, 2024 to March 31, 2029)
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