Topcon MBO faces new terms with ValueAct Japan's involvement

Topcon Corporation [TSE:7732] announced changes to the planned management buyout (MBO) by TK Corporation, detailing a new agreement with ValueAct Japan Master Fund and ValueAct Strategic Master Fund II (collectively, VAC). VAC has agreed to tender all of its Topcon shares (approximately 14.62% ownership) in the tender offer. Furthermore, VAC will reinvest a portion of its proceeds, up to JPY 28,050,000,000, into a KKR fund as a limited partner. Despite the revised arrangement, Topcon's board has reaffirmed its support for the MBO, recommending shareholders tender their shares. However, one director maintained his opposition due to insufficient review time. The tender offer price remains unchanged at JPY 3,300 per share. TK Corporation has set a minimum tender condition of 50.10% of outstanding shares.