Topcon to delist from Tokyo Stock Exchange, shares consolidate 21m to one

Topcon Corporation shareholders approved a share consolidation at a ratio of 21,087,000 shares to 1, reducing total issued shares from 105,435,040 to just 5. This move, approved on November 11, 2025, is expected to result in the company's shares being designated for delisting from the Tokyo Stock Exchange from November 11, 2025, through December 1, 2025, with final delisting scheduled for December 2, 2025. Following delisting, Topcon shares will no longer be tradable.

Fractional shares resulting from the consolidation will be sold to TK Holdings Co., Ltd., the tender offeror parent company, with court approval. The sale price is expected to be JPY 3,300 per original share, with proceeds distributed to shareholders around March 2026. This process is part of a transaction aimed at taking the company private.

Amendments to the articles of incorporation, effective December 4, 2025, include reducing total authorized shares to 20, deleting provisions for treasury share acquisition, abolishing share unit numbers, and removing clauses related to shareholders' meeting record dates and electronic provision systems for meeting materials. These changes reflect the anticipated sole ownership by the tender offeror and the company's delisted status.