Press release from the Competition Council regarding the economic concentration project concerning the exclusive takeover by the company ‘TK Co., Ltd.’ of the company ‘Topcon Corporation’

In accordance with Article 13 of Law No. 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation, as amended and supplemented, the Competition Council makes available to the public the ‘operation summary’ below, containing the information provided by the parties.

This information has been prepared by the notifying parties, who are solely responsible. Any inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.

The publication of this press release does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law No. 104-12 on freedom of prices and competition as amended and supplemented.

Names of the companies and groups concerned:

• The acquirer: The company ‘TK Co., Ltd.’;
• The target: The company ‘Topcon Corporation’.

Nature of the operation

• Exclusive takeover.

Economic sectors concerned

• Ophthalmological diagnostic products sector.

Deadline for interested third parties to submit their observations

• 10 days from the date of publication of this press release, i.e. June 16, 2025.

NON-CONFIDENTIAL SUMMARY OF THE OPERATION PROVIDED BY THE PARTIES

The Competition Council has received notification of an economic concentration operation concerning the acquisition by the company ‘TK Co., Ltd.’ of up to 100% of the shares and voting rights of the company ‘Topcon Corporation’, through a public tender offer followed by a mandatory buyout, through which TK Co. Ltd. will acquire all remaining shares that have not been tendered in the public tender offer.

‘TK Co., Ltd.’ is a specially established Japanese company for the operation, with registration number 0100-01-253605, and its headquarters are located at 11F, Meiji Yasuda Seimei Building, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan. It is currently indirectly and wholly owned by investment funds, vehicles, and/or accounts advised and managed by various subsidiaries of the company ‘KKR & Co. Inc.’ (‘KKR & Co.’ and together with its subsidiaries, ‘KKR’).

‘KKR’ is an international investment company that offers alternative asset management services, as well as solutions in the capital markets and insurance. ‘KKR’ oversees funds that invest in private equity, credit, and real assets, and has strategic partners managing alternative funds.

‘Topcon Corporation’ is a Japanese company listed on the Tokyo Stock Exchange, with ISIN registration number JP3630400004 and headquarters at 75-1, Hasunuma-cho, Itabashi-ku, Tokyo 174-8580, Japan. It is a developer, manufacturer, and supplier of equipment and software in two main business sectors: (i) positioning systems for infrastructure and agriculture; and (ii) eye care for healthcare sector clients.

 

Done in Rabat, June 5, 2025