JAPAN Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Hiroyuki Saga and Hiroshi Ogura, Anderson Mori & Tomotsune
As mentioned above, dialogue with institutional inves - tors is also an issue under discussion concerning the revisions to the Companies Act, and the existence of the revised Stewardship Code will be taken into con - sideration in future revisions to the Companies Act. Privatisation and MBO Transactions Involving PE Funds As noted above, in recent years, privatisation and MBO transactions have been on the rise, driven by corporate governance reforms and the TSE’s calls for low-PBR companies to improve management, result - ing in increased costs of remaining listed and heavier governance burden, as well as heightened activist activities leveraging such environmental changes. Pri - vatisation and MBO transactions continued to remain active in 2025 too, and it was also a year in which a greater number of large-scale transactions emerged. Taking a broad look at privatisation transactions involv - ing major listed companies in 2025, it is clear that both PE-fund-led TOBs and management-led MBOs have come to occupy important positions in the market. For example, even in 2025 alone, the Blackstone TOB for TechnoPro Holdings (completed at approximately JPY500 billion), the EQT (a European investment fund) TOB for Fujitec (completed at approximately JPY400 billion), and the KKR and JIC Capital MBO for Topcon (completed at approximately JPY300 billion) attracted significant market attention. It is viewed that as the capital base of funds, including Japanese funds, has expanded globally and their execution capabilities have matured, acquisition transactions are becoming larger and more complex. The following will discuss the tender offers for Fujitec and for Topcon as representative examples of TOB and MBO transactions targeted at companies listed on the TSE Prime Market and which involved PE funds. Tender offer for Fujitec • For many years, activists such as Oasis Man - agement had made severe criticisms regarding Fujitec’s governance structure, particularly its rela - tionship with the founding family and the independ - ence of its management. Accordingly, this transac - tion attracted attention not merely as a privatisation
by a PE fund, but as an acquisition proposal for a target company that had long accumulated gov - ernance improvement demands. • On 15 October 2024, EQT, a Swedish investment fund, submitted to Fujitec a non-binding initial expression of interest proposing privatisation at JPY5,500 per share of common stock. This pro - posal once again raised the question of whether it was rational to remain listed, and created a situ - ation in which the target company was required to carefully consider the appropriateness of the proposed price and the potential for value creation after privatisation. • On 18 October 2024, Fujitec established a special committee composed of independent members, including outside directors of Fujitec. • On 30 July 2025, EQT announced its intention to commence a tender offer for Fujitec, with the offer price set at JPY5,700 per share. On the same day, Fujitec announced its recommendation in support of the tender offer. In addition, EQT entered into tender and support agreements with shareholders including Oasis Management. • On 16 December 2025, the results of the tender offer were announced. As the offeror’s ownership ratio reached 79.31%, the tender offer was suc - cessfully completed. MBO for Topcon • Since 2024, several shareholders often described as activist investors, including ValueAct Capi - tal Management, GIC, and Oasis Management, acquired shares in Topcon. • In December 2024, reports emerged that Topcon had entered a bidding process for a privatisation transaction, causing its share price to surge. • On 28 March 2025, Topcon announced the com - mencement of a tender offer in connection with an MBO supported by KKR. The offer price was approximately JPY3,300 per share, and the com - pany expressed its support for the transaction. It was also announced that, following the successful completion of the tender offer, JIC Capital would make an investment to participate in Topcon’s capitalisation. • On 16 April 2025, Topcon entered into a tender agreement with ValueAct Capital Management, pursuant to which ValueAct Capital Management
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