Electronics company Topcon (TYO:7732) has amended its tender offer agreement with TK Co., (a KKR-led consortium) to include ValueAct Capital (VAC) as a key investor, according to a Thursday bourse filing.
VAC agreed to tender all its 15.4 million shares or 14.62% stake and reinvest up to 28.05 billion yen in KKR's fund post-offer.
The tender offer, priced at 3,300 yen per share, requires a minimum 50.10% acceptance and aims to take Topcon private, pending regulatory approvals expected by late July.
Topcon's board reaffirmed its support for the offer, citing fairness assurances from an independent committee and financial advisor J.P. Morgan, despite one dissenting director.
The deal includes governance safeguards, such as a majority-of-minority condition and protections for non-tendering shareholders, while CEO Takashi Eto will retain leadership under a new management agreement.
Final terms account for passive index fund holdings and ensure compliance with Japan's Foreign Exchange Act, given Topcon's sensitive defense-sector operations.
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