TK Corporation acquires 80.32% stake in Topcon, plans delisting

TK Corporation's tender offer for Topcon Corporation's common stock, stock acquisition rights, and American Depository Receipts concluded on September 10, 2025. The offer successfully acquired 84,748,472 shares, representing an 80.32% ownership stake, surpassing the minimum tender offer threshold of 52,861,519 shares. This outcome solidifies TK Corporation's position as Topcon's new parent company and largest shareholder, effective September 18, 2025.

As a result, ValueAct Capital Management, L.P. (VAC), previously a major shareholder, will cease to be a major shareholder of Topcon, having tendered all its shares in the offer. TK Corporation, directly owning 80.32% of voting rights post-acquisition, will also become Topcon's new parent company. TK Holdings Corporation, TK Corporation’s parent, will indirectly own the same stake.

Following the successful tender offer, Topcon Corporation's shares are anticipated to be delisted from the Tokyo Stock Exchange after completion of required procedures. The company plans to proceed with a two-step acquisition strategy to convert all remaining shareholders into TK Corporation only.