TK Co. completes tender offer for Topcon, gains majority stake

TK Co., Ltd. announced the successful completion of its tender offer for Topcon Corporation's securities, which ran from July 29, 2025, to September 10, 2025. The Tender Offeror acquired 84,748,472 shares, representing an ownership ratio of 80.32%, exceeding the minimum target of 52,861,519 shares. The purchase price for common shares was JPY 3,300 per share and JPY 193,400 per Share Option.

As a result of the tender offer, TK Co., Ltd. will become Topcon Corporation’s new parent company and major shareholder, with settlement commencing on September 18, 2025. Concurrently, TK Holdings Co., Ltd. will also become a parent company through its indirect ownership. ValueAct Capital Management, L.P., previously a major shareholder, tendered all its shares and will cease to be a major shareholder.

Topcon Corporation's shares are scheduled for delisting from the Tokyo Stock Exchange following this acquisition. The company intends to make the Tender Offeror its sole shareholder through a two-step acquisition process, as previously announced.