Topcon to delist from Tokyo exchange after MBO

Topcon Corporation announced a share consolidation at a ratio of 21,087,000 shares to 1, effective December 4, 2025. This move is part of a management buyout (MBO) by TK Corporation to acquire all of Topcon's shares, leading to the company's delisting from the Tokyo Stock Exchange Prime Market on December 2, 2025. All treasury shares, including 3,005,002 shares to be acquired without consideration, will be cancelled on December 3, 2025, reducing the total issued shares to 5 post-consolidation.

The MBO, priced at 3,300 yen per share, was deemed fair by Topcon's independent committee. The committee considered the MBO's strategic rationale for long-term growth and enhanced corporate value. The share consolidation will result in fractional shares for non-MBO shareholders, who will receive cash proceeds based on the tender offer price, following court approval for the sale of these fractional shares.