Japan’s largest global toy and children’s merchandise company Tomy Co. is increasing its international profile by acquiring US competitor RC2 Corporation through an all-cash offer valued at roughly US$640 million.

The tender offer is scheduled to begin in 10 business days and is expected to close during the second quarter of 2011. Tomy will then acquire the remaining outstanding shares of RC2’s common stock for US$27.90 per share through a second-step merger.

The transaction will allow both toymakers to create a global platform upon which they can drive growth from existing owned and licensed brands as well as launch new global brands and product lines. RC2’s products – including those under the Thomas the Tank Engine brand– will continue to be managed by the current leadership team.

Other RC2 licensed properties include Bob the Builder, Special Agent Oso, Chuggington, Dinosaur Train, Disney’s Winnie the Pooh, Princesses, Cars, Fairies and Toy Story.

BofA Merrill Lynch is acting as exclusive financial adviser to Tomy, while Skadden, Arps, Slate, Meagher & Flom and Nishimura & Asahi are acting as legal advisers for Tomy.