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)
It is currently planned that TK Co., Ltd. (100% subsidiary of TK Holdings Co., Ltd. owned by KKR) will become a tender offeror (the “Tender Offeror”) and acquire the Company’s share certificates (common shares, share options, and ADRs) through tender offer (the “Tender Offer”). After participating in 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. (Also posted 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.What is the application period for the Tender Offer?

From July 29, 2025 to September 9, 2025 (Japan Time)

Q4.What is the Tender Offer price?

Common Shares: JPY 3,300 per share
7th Stock Acquisition Rights: JPY 193,400 per unit
Company Shares related to the American Depositary Share: JPY 3,300 per share

Q5.Who is the Tender Offer Agent?

According to Tender Offeror, Tender Offer Agent is planned to be Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., and sub-agent is planned to be Mitsubishi UFJ eSmart Securities Co., Ltd.

Q6.Where should I open my account in order to tender my shares?

It is necessary to open an account with either Mitsubishi UFJ Morgan Stanley Securities or Mitsubishi UFJ e-Smart Securities.
If you already have a trading account with either of these securities companies and hold our shares in that account, you may apply for the Tender Offer using one of the following methods:
o For Mitsubishi UFJ Morgan Stanley Securities: Please receive the “Tender Offer Application Form” and “Tender Offer Prospectus” at your branch office. Fill in the required information in the application form and submit it either in person or by post. If you have already received the Tender Offer Prospectus, you may apply by phone instead of submitting the document in writing.
o For Mitsubishi UFJ e-Smart Securities: You can apply for the Tender Offer by concluding an electronic delivery agreement via the website.
If you already have a trading account with either of the above-mentioned securities companies but hold our shares with a different securities firm, you will need to request a transfer of your shares by initiating a transfer procedure at your current securities company.
If you do not have a trading account with either of the above-mentioned securities companies, you must first open an account. After that, you will need to initiate a transfer procedure for your shares at the securities company where they are currently held.
Since it usually takes around 10 to 14 business days from account opening to the completion of the application, we expect that you will be able to apply without issue by promptly initiating the account opening process after the public announcement.
Please note that, as Mitsubishi UFJ e-Smart Securities is an online brokerage, the required time for procedures may be relatively shorter due to the absence of in-person process.

Q7.What is the specific application process for the tender offer?

For step‑by‑step instructions, please contact the inquiry desk of the tender offer agent, Mitsubishi UFJ Morgan Stanley Securities, or the sub-agent, Mitsubishi UFJ eSmart Securities , via the website links provided below.
The full list of contact details also appears at the end of this page.
o Click here for tender offer application procedures via Mitsubishi UFJ e–Smart Securities (Japanese only)
o Click here for tender offer application procedures via Mitsubishi UFJ Morgan Stanley Securities (Japanese only)

Q8.When will shareholders receive the guidance letter?

A letter, including detailed instructions, will be mailed on 5 August 2025 to shareholders of record as of 31 March 2025.

Q9.Will the guidance letter be sent overseas?

As we are unable to send letters overseas, shareholders residing outside Japan are kindly requested to contact us using any of the telephone numbers, e‑mail addresses, or website links provided below.

Q10.Are there any fees for tendering?

No handling fee is charged for accepting the Tender Offer.
No remittance fee is charged when sale proceeds are transferred to you.
Your existing financial institution (including the special account administrator, Sumitomo Mitsui Trust Bank) may charge a transfer fee when moving shares to Mitsubishi UFJ Morgan Stanley Securities or Mitsubishi UFJ e–Smart Securities. Please confirm with your institution.

Q11.Will the sale via the Tender Offer be taxable?

If the Tender Offer is successful, the transaction will be treated as a disposition of listed shares for Japanese tax purposes, the same as an exchange sale on the market. Shareholders should consult their own tax advisers regarding individual circumstances.

Q12.Can I tender odd‑lot shares (less than one trading unit)?

Yes. Odd‑lot shares may also be tendered.

Q13.What are the minimum and maximum number of shares to be purchased under Tender Offer?

There is no maximum limit. The minimum threshold is 50.10%.

Q14.Will there be any potential changes in the Tender Offer price or Tender Offer period?

Tender Offer details are matters to be determined by Tender Offeror (TK Co., Ltd.), and therefore, we are not in a position to provide specific comments. In case of any changes, we will notify in a timely manner.

Q15.I am not certain whether I should tender my shares or not.

We have resolved to express our opinion in favor of the Tender Offer and to recommend that shareholders tender their shares in the Tender Offer.

Q16.What happens to shares that are not tendered?

Those shares that are not tendered during the Tender Offer process may continue to trade on the exchange until the company is delisted. Thereafter, the offeror intends to carry out a squeeze out to purchase all remaining shares for cash. Details will be announced as soon as they are finalized.
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.

Q17.When will I receive the sale proceeds?

Settlement is scheduled to begin on Wednesday, 17 September 2025 (Japan Time).

Q18.According to the release, the circumstances that would permit the withdrawal of the Tender Offer are “a material change in the business or assets of the Company or subsidiaries or other circumstances that would seriously impede the achievement of the purpose of a tender offer”. What kind of situations specifically fall under this definition?

It refers to certain events prescribed by law, such as material corporate decisions by the company or its subsidiaries regarding certain matters, or the occurrence of material facts concerning the company or its subsidiaries.

Q19.What happens if the Tender Offer ends unsuccessful?

In the event that the Tender Offer is not successful, we will notify further details in due course.

Q20.Why dividends are not distributed for fiscal year ending March 2025?

Tender Offer price has been determined comprehensively on the condition that the Tender Offer will be successfully completed. As such, the Company has resolved not to pay year-end dividends for the fiscal year ending March 2025.

Q21.Will the disclosure of securities reports continue after delisting?

The disclosure policy after delisting is currently under consideration. Our company has issued publicly offered bonds, and since there is a legal obligation to submit securities reports until the bonds are redeemed, we will comply with the relevant laws accordingly.

Q22.Shares were inherited from a parent, but the inheritance procedures have not been completed. What should I do?

Inheritance procedures may still be conducted through Sumitomo Mitsui Trust Bank, the shareholder registry administrator, even after the delisting.

Q23.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.

Q24.Until when can I trade Topcon shares on the market?

Since no maximum limit has been set on the number of shares to be purchased in the Tender Offer, depending on the outcome, Topcon’s shares may be delisted through the prescribed procedures in accordance with the delisting criteria established by the Tokyo Stock Exchange. Even if the criteria are not met immediately, a squeeze‑out is planned after the Tender Offer, which would also trigger delisting.
Once delisted, Topcon shares will no longer trade on the exchange.
If the Tender Offer is not completed, the shares will remain listed and tradable.

Q25.When will Topcon be delisted?

The Tender Offer by KKR is expected to conclude on Tuesday, September 9 (Japan Time), and following the completion of the Tender Offer, Topcon’s shares are scheduled to be delisted through the prescribed procedures in accordance with the delisting criteria set forth by the Tokyo Stock Exchange. The timing of the delisting has not been determined as of now, but it will be announced once confirmed.