Nishimura & Asahi, Nagashima Ohno & Tsunematsu, Simpson Thacher & Bartlett and Nakamura Tsunoda & Matsumoto have counselled on a JPY348.19 billion (USD2.31 billion) proposed tender offer to acquire Topcon Corporation, a leading Japanese manufacturer of GPS, image processing and measuring devices for infrastructure.
Global investment firm KKR & Co and private equity company JIC Capital Co announced the proposed acquisition via the purchase of 105,512,097 shares, including stock acquisition rights for 100,000 shares, at JPY3,300 apiece. The total transaction value is expected to reach JPY417.14 billion, including JPY68.94 billion in net debt.
Nishimura & Asahi and Simpson Thacher & Bartlett advised KKR. Nishimura & Asahi partners Asa Shinkawa, Takahiko Date and Daichi Iinaga led the transaction team.
Nagashima Ohno & Tsunematsu acted as the primary legal advisers to Topcon. Partner Yutaka Kuroda led the team on this transaction.
Nakamura Tsunoda & Matsumoto guided Topcon’s special committee during the deal.
The bid is a management buyout led by Topcon president and CEO Takashi Eto, with the JIC and KKR aiming to launch the tender offer by the end of July. The Topcon board has expressed its full support for the offer and recommends that shareholders accept it.
AloJapan.com