JAPAN Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Hiroyuki Saga and Hiroshi Ogura, Anderson Mori & Tomotsune
agreed to tender all of the Topcon shares it held and, subject to the successful completion of the tender offer, to invest up to approximately JPY28 billion in a KKR fund in exchange for limited part - nership interests. • The tender offer had a minimum acceptance threshold of 50.1% and was successfully com - pleted upon its expiration on 10 September 2025. Thereafter, JIC Capital and Topcon’s former presi - dent reinvested in the company. Activist pressure As these transactions show, one of the defining fea - tures of privatisation and MBO transactions in 2025 was pressure from activists. In particular, MBO trans - actions tend to attract activist attention because, in addition to structural conflicts of interest and infor - mation asymmetry, synergies are generally difficult to explain, which in turn tends to result in relatively low acquisition prices. 2025 was a notable year for which even privatisation and MBO transactions led by or involving PE funds often did not proceed smoothly and floundered, due to interventions such as activists’ open-market accu - mulations during the tender offer period or competing proposals. The MBO for SOFT99 is a symbolic exam - ple, wherein Effissimo Capital Management launched a competing proposal during the tender offer period for the MBO led by the company’s president, and ulti - mately Effissimo Capital Management’s tender offer was successfully completed.
One reason why such competing proposals by activ - ists have become more frequent is that the negative stigma associated with “acquisitions without consent” by activists is gradually easing. In the past, acquisi - tions conducted without prior consultation with the target company were referred to as hostile takeovers. However, since such acquisitions are not necessarily hostile in all cases, the Ministry of Economy, Trade and Industry proposed the term “acquisitions without consent” in its Guidelines for Corporate Takeovers (published in August 2023), and the term has since become widely accepted. Under those guidelines, a target company’s board of directors that receives a bona fide offer is required to give it sincere considera - tion in order to ensure the protection of the interests of general shareholders. Conclusion As described above, revisions to both hard and soft laws are progressing in Japan in an interrelated man - ner, and it is expected that the rationalisation of rules for listed companies and the appropriate form of con - structive dialogue between companies and sharehold - ers and other stakeholders will advance. In addition, privatisation and MBO transactions involv - ing PE funds are expected to remain active, particu - larly in large-scale deals. These transactions may not always proceed smoothly, as other activists or PE funds could complicate the process, and companies aiming to go private will likely face an increasingly dif - ficult balancing act.
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