Global Materials | Industrials | Commodities

Rahul Jain

Equity Bottom-Up

<ul>
<li>The Deal: KKR and JIC are taking Topcon (7732 JP) private via a ¥3,300/share tender offer (~100% premium), with CEO Eto and ValueAct reinvesting.</li>
<li>Likely Outcome: The offer is highly likely to succeed, with minimal regulatory risk and low probability of a price bump.</li>
<li>Investor Action: Shareholders should tender into the offer to lock in value, as risk‑reward does not justify holding out.</li>
</ul>


The Deal: KKR and JIC are taking Topcon (7732 JP) private via a ¥3,300/share tender offer (~100% premium), with CEO Eto and ValueAct reinvesting.
Likely Outcome: The offer is highly likely to succeed, with minimal regulatory risk and low probability of a price bump.
Investor Action: Shareholders should tender into the offer to lock in value, as risk‑reward does not justify holding out.


Topcon (7732 JP) – KKR–JIC Take‑Private at ¥3,300/Share: Base Case Tender, Limited Bump Probability

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>I tally 40 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.</li>
<li>Three new deal was discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/joy-city-property-ltd" target="_blank" data-smartkarma-citation="entities:10958:1" rel="noopener">Joy City Property (207 HK)</a>, <a href="https://www.smartkarma.com/entities/hogy-medical-co-ltd" target="_blank" data-smartkarma-citation="entities:10493:1" rel="noopener">Hogy Medical (3593 JP)</a>, and <a href="https://www.smartkarma.com/entities/nihon-chouzai-co-ltd" target="_blank" data-smartkarma-citation="entities:5873:1" rel="noopener">Nihon Chouzai (3341 JP)</a>.</li>
<li>Key updates/news took place on <a href="https://www.smartkarma.com/entities/mac-copper-limited-6dcb19d0-2c56-496c-817a-5d64e48b3c5d" target="_blank" data-smartkarma-citation="entities:45237:1" rel="noopener">MAC Copper (MAC AU)</a>, <a href="https://www.smartkarma.com/entities/pointsbet-holdings-ltd" target="_blank" data-smartkarma-citation="entities:29102:1" rel="noopener">PointsBet (PBH AU)</a>, <a href="https://www.smartkarma.com/entities/ainsworth-game-technology-limited" target="_blank" data-smartkarma-citation="entities:957:1" rel="noopener">Ainsworth Game Technology (AGI AU)</a>, <a href="https://www.smartkarma.com/entities/piedmont-lithium-ltd" target="_blank" data-smartkarma-citation="entities:17619:1" rel="noopener">Piedmont Lithium (PLL AU)</a>,<a href="https://www.smartkarma.com/entities/pacific-industrial-co-ltd" target="_blank" data-smartkarma-citation="entities:6261:1" rel="noopener">Pacific Industrial (7250 JP)</a>, and <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon (7732 JP)</a> .</li>
</ul>


I tally 40 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.
Three new deal was discussed on Smartkarma this week: Joy City Property (207 HK), Hogy Medical (3593 JP), and Nihon Chouzai (3341 JP).
Key updates/news took place on MAC Copper (MAC AU), PointsBet (PBH AU), Ainsworth Game Technology (AGI AU), Piedmont Lithium (PLL AU),Pacific Industrial (7250 JP), and Topcon (7732 JP) .


(Mostly) Asia-Pac M&A: Topcon, Joy City, Hogy Medical, Nihon Chouzai, Piedmont Lithium, Pacific Ind.

<ul>
<li>For July 2025, just six new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of only ~US$4bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in July was 45%, with a year-to-date average of 47%.</li>
<li>The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%</li>
</ul>


For July 2025, just six new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of only ~US$4bn.
The average premium for the new transactions announced (or first discussed) in July was 45%, with a year-to-date average of 47%.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%


(Mostly) Asia M&A, July 2025 Wrap: Pacific Industrial, Johns Lyon, TalkMed, DD Group, Hanil Cement

Travis Lundy

<ul>
<li>In December-2024, this deal was mooted and it came out as expected. But the implied growth in management forecasts was higher than expected so the price came in quite light.</li>
<li>In March when the deal was announced, it seemed like a tough call, but three weeks later Value Act decided they would tender, but would reinvest in the back end.</li>
<li>The deal is now approved, and launches tomorrow. It gets done, I expect, but it is not a model deal other than being one showing the loopholes available to buyers.</li>
</ul>


In December-2024, this deal was mooted and it came out as expected. But the implied growth in management forecasts was higher than expected so the price came in quite light.
In March when the deal was announced, it seemed like a tough call, but three weeks later Value Act decided they would tender, but would reinvest in the back end.
The deal is now approved, and launches tomorrow. It gets done, I expect, but it is not a model deal other than being one showing the loopholes available to buyers.


[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

<ul>
<li>Value Act, as activist, believes the KKR's <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> is not being done at the right price. But Value Act will now tender shares and invest in Bidco. </li>
<li>
<a href="https://www.smartkarma.com/entities/lynas-corp-ltd" target="_blank" data-smartkarma-citation="entities:20374:1" rel="noopener">Lynas Corp Ltd (LYC AU)</a>and <a href="https://www.smartkarma.com/entities/iluka-resources-ltd" target="_blank" data-smartkarma-citation="entities:10105:1" rel="noopener">Iluka Resources (ILU AU)</a> are the only Australian companies with confirmed (or near-term) refining specific heavy rare earth elements as China restricts exports.</li>
<li>StraCap has been tilting at the <a href="https://www.smartkarma.com/entities/wakita-co-ltd" target="_blank" data-smartkarma-citation="entities:11924:1" rel="noopener">Wakita (8125 JP)</a> for years. It hasn't made headway. The only way StraCap will get its measures over the line is by soliciting retail.</li>
</ul>


Value Act, as activist, believes the KKR's Topcon Corp (7732 JP) is not being done at the right price. But Value Act will now tender shares and invest in Bidco. 

Lynas Corp Ltd (LYC AU)and Iluka Resources (ILU AU) are the only Australian companies with confirmed (or near-term) refining specific heavy rare earth elements as China restricts exports.
StraCap has been tilting at the Wakita (8125 JP) for years. It hasn't made headway. The only way StraCap will get its measures over the line is by soliciting retail.


Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

Japan

Topcorn Corporation manufactures and sells measuring equipment and medical equipment primarily for ophthalmologist use. The Company also manufactures industrial products including projectors and optical devices.

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Topcon Corp (7732 JP)

(Mostly) Asia-Pac M&A: Topcon, Joy City, Hogy Medical, Nihon Chouzai, Piedmont Lithium, Pacific Ind.

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

(Mostly) Asia M&A, July 2025 Wrap: Pacific Industrial, Johns Lyon, TalkMed, DD Group, Hanil Cement

For the month of July, 6 new deals were discussed on Smartkarma with an overall deal size of just ~US$4bn. The average premium for the new deals...

David Blennerhassett

[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

The KKR/JIC/ValueAct deal for Topcon launches tomorrow as the timeline would have expected. There is no deal for Oasis shares that I can see....

Travis Lundy

Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

It’s Sunday (and Easter)! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

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Topcon (7732 JP) – KKR–JIC Take‑Private at ¥3,300/Share: Base Case Tender, Limited Bump Probability

KKR today announced that its tender offer for Topcon met with success, securing an 80.3% stake via TK Co., Ltd. and paving the way to...

Rahul Jain

(Mostly) Asia-Pac M&A: Topcon, Joy City, Hogy Medical, Nihon Chouzai, Piedmont Lithium, Pacific Ind.

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

(Mostly) Asia M&A, July 2025 Wrap: Pacific Industrial, Johns Lyon, TalkMed, DD Group, Hanil Cement

For the month of July, 6 new deals were discussed on Smartkarma with an overall deal size of just ~US$4bn. The average premium for the new deals...

David Blennerhassett

[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

The KKR/JIC/ValueAct deal for Topcon launches tomorrow as the timeline would have expected. There is no deal for Oasis shares that I can see....

Travis Lundy

Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

It’s Sunday (and Easter)! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett