TOKYO, March 28 (Reuters) - U.S.-based private equity

firm KKR and a unit of Japanese state-backed fund Japan

Investment Corp (JIC) will acquire medical gear maker Topcon ( TOPCF )

in a tender offer buyout worth 348 billion yen ($2.3

billion), KKR said on Friday.

Private equity deals in Japan have been booming as corporate

governance reforms and increasingly vocal activist shareholders

push more companies to go private.

KKR will invest around 256 billion yen to take a majority

stake and JIC's private equity arm will invest around 95 billion

yen for a minority interest.

Topcon ( TOPCF ) president and chief executive Takashi Eto will sell

his shares in the tender offer and then reinvest in the buyout.

Currently he holds 0.07% of Topcon's ( TOPCF ) shares, filings showed.

The announcement confirms a Reuters report on Thursday that

KKR and Topcon ( TOPCF ) were nearing a deal.

It is the first time that JIC, which is overseen by Japan's

trade ministry, has teamed up with a global private equity firm,

a JIC spokesperson said.

The transaction is the latest in a wave of take-private

deals among Japanese firms that follow in the wake of activist

investor pressure.

Topcon's ( TOPCF ) two largest investors are both activists - ValueAct

Capital and Oasis Management - holding stakes of 13.69% and

10.58%, respectively, based on LSEG data.

"We want to pursue our long-term strategies for eye-care

products and positioning businesses by going private as it's

difficult to do so when shareholders, including activist

investors, are asking us to achieve profits and higher share

prices in the relatively short term," Topcon's ( TOPCF ) managing

executive officer, Yoshikuni Ito said.

The tender offer price of 3,300 yen per share marks a 5.4%

premium on Topcon's ( TOPCF ) closing price of 3,130 yen on Friday and a

99.5% premium over the simple average closing price of Topcon's ( TOPCF )

stock for the 12 months up to December 9, 2024, KKR said.

A future relisting is in the offing but not for at least

four years, in order to allow management time to execute its

strategy, Ito said.

Other privatisations following activist involvement include

chemicals company JSR and software developer Fuji Soft,

which was acquired in January by KKR after a protracted bidding

war with rival private equity group Bain Capital.

"KKR and JIC are great partners to help Topcon ( TOPCF ) strengthen

its competitiveness and achieve its potential," Rob Hale, co-CEO

of ValueAct Capital, said in a statement.

($1 = 150.5200 yen)