Q1.What is management buyout (MBO)?

A management buyout (MBO) generally refers to a transaction in which a tender offeror is an officer of the target company (including a tender offeror conducts a tender offer at the request of an officer of the target company and has common interests with the officer). (Rule 441 of Securities Listing Regulations) TK Co., Ltd. (100% subsidiary of TK Holdings Co., Ltd. owned by KKR) has become a tender offeror (the “Tender Offeror”). Following the acquisition through the tender offer of the Company’s common shares, share options, and ADRs (the “Tender Offer”), our President and CEO, Takashi Eto, intends to reinvest a portion of the proceeds he receives from the Tender Offer into TK Holdings Co., Ltd. For further details, please refer to our release. (This information is also available on this page.)

Q2.What are the processes for determining final MBO partner?

In selecting the candidates, the Company initially compiled a list of more than 50 potential candidates, conducted interviews with promising candidates, narrowed down the list based on certain selection criteria such as investment track record in the healthcare sector which is the pillar of the Company’s growth strategy, in Japanese manufacturing industry, and in global companies, etc., and as a result, selected three investment funds.
KKR was selected as the final candidate after several rounds of discussions and the submission of proposals and based on the determination that KKR’s proposal was superior in terms of both contents of the proposal and proposed price. Please refer to our release for detailed processes.

Q3. Can I still participate in the Tender Offer?

No. The tender offer closed on September 10, Japan time.

Q4. I tendered my shares. When will I receive the proceeds?

According to the tender offer agent, the settlement commencement date was Thursday, September 18, Japan time. The results of the tender offer were disclosed on Thursday, September 11, Japan time.

Q5. I tendered my shares. Will the sale via the Tender Offer be taxable?

Participation in the tender offer will be treated, for tax purposes, as a transfer of listed shares, in the same manner as an on-market sale of listed securities. Shareholders should consult their own tax advisers regarding individual circumstances.

Q6. I did not tender my shares. What will happen to them?

Although the tender offer period has ended, the shares may continue to be traded until the business day immediately preceding the going-private (delisting) date, Japan time.

Q7. What does “squeeze-out” mean?

A squeeze-out is a series of procedures implemented after the Tender Offer is completed in order to acquire all the outstanding shares so that the Tender Offeror becomes the sole shareholder of the Company. We will announce the detailed schedule as soon as it is determined.

Q8. Do I need to take any action for the squeeze-out?

No action is required on the part of shareholders. Your shares will be compulsorily acquired by the tender offeror. We will announce the detailed schedule as soon as it is determined.

Q9. Regarding the squeeze-out, will any taxes be imposed? (For Japan-Resident Individual Shareholders)

If the difference between the cash consideration delivered through the squeeze-out procedures and the acquisition cost constitutes a capital gain, you are, in principle, required to file a tax return.

Q10. How are taxes treated for individual shareholders residing outside Japan (i.e., non-residents)?

You will need to review the tax laws of Japan and your country of residence, as well as any applicable tax treaties. For individual shareholders who either sell the Company’s shares by the business day (Japan time) immediately preceding the delisting date or receive cash consideration through the squeeze-out: if you are a non-resident of Japan with no permanent establishment (“PE”) in Japan, Japanese income tax will, in principle, not be imposed and a Japanese tax return will not be required. However, for your final determination of the applicable tax treatment and any filing requirements, including whether you may be subject to taxation in your country of residence and/or in Japan, please consult qualified tax advisors in both your country of residence and in Japan.

Q11. Until when can Topcon shares be traded on the stock exchange?

Trading is permitted up to and including the business day immediately preceding the delisting date, Japan time. After delisting, the Company’s shares will no longer be tradable on the Tokyo Stock Exchange.

Q12. When is the delisting date?

The Company’s shares are scheduled to be delisted after going through the prescribed procedures in accordance with the delisting standards set by the Tokyo Stock Exchange. The timing of the delisting has not yet been determined, but we will announce it as soon as it is confirmed.

Q13. Shares were inherited from a parent, but the inheritance procedures have not been completed. What should I do if the procedures are not finalized before delisting?

After delisting, it will no longer be possible to complete the procedures through a securities company. However, inheritance procedures may still be conducted through Sumitomo Mitsui Trust Bank, the shareholder registry administrator, even after the delisting. For further details, please contact the relevant office listed in the contact information below.

Q14. Is there a method to check historical share prices?

Share prices since January 5, 1983, can be viewed on Yahoo Finance. Additionally, the Tokyo Stock Exchange provides historical prices of listed companies from May 1949 onward.