Cologne – Japanese company Topcon Corporation has announced its intention to submit a purchase offer to the shareholders of ifa systems AG via its Dutch subsidiary Topcon Europe B.V. with the aim of acquiring a 50.1% holding in ifa. As ifa systems AG shares are listed on the Entry Standard of the Frankfurt Stock Exchange, rather than the regulated market, the offer is not subject to the Securities Acquisition and Takeover Act (WpÜG); it is primarily governed by general stock corporation law requirements. The announced offer price is EUR 15.20 per share, meaning that ifa systems AG is valued at around EUR 42 million in total. The offer will specify a minimum acceptance threshold of 50.1% and a maximum acquisition quota of the same amount. The management and supervisory boards of ifa systems AG support the transaction, which also provides for extensive cooperation between Topcon and ifa systems in international markets. The ifa management team and other shareholders have agreed to accept Topcon’s offer for their shares (around 30% in total).
A team from CMS Germany headed by Dr Richard Mayer-Uellner and Klaus Jäger advised ifa systems AG on all legal aspects in connection with the public bid by Topcon Corporation of Japan.
ifa systems AG, based in Frechen near Cologne, is a leading provider of IT solutions for ophthalmologists and optometrists worldwide. Japan’s Topcon Group is listed on the Tokyo Stock Exchange and is a manufacturer of optical equipment in the ophthalmology field.
CMS Hasche Sigle
Dr Richard Mayer-Uellner, Takeover Law
Dr Roland Stangl, both Corporate
Dr Robert Budde, Commercial
David Ziegelmayer, IP/IT