KKR raises tender offer price for Fuji Soft acquisition

KKR, a leading global investment firm, announced that in connection with its two-stage tender offer scheme (the “Tender Offer”) for the common shares and share options of FUJI SOFT INCORPORATED (TSE stock code 9749; “FUJI SOFT”) through FK Co., Ltd. (the “Offeror”), the Offeror, an entity owned by investment funds managed by KKR, will conduct the Second Tender Offer at a price of 9,451 yen per common share. KKR expects to commence the Second Tender Offer as soon as the middle of next week.

The Board of Directors of FUJI SOFT resolved today to support the Second Tender Offer and to recommend that shareholders and share option holders of the Company tender their shares and share options into it. The Board also resolved to oppose the proposal by Bain Capital. Both resolutions were unanimous.

The Second Tender Offer follows the completion of the first tender offer, through which KKR acquired 21,413,302 common shares (voting rights ratio: 33.97%) and share options totaling 718,600 common shares on an as-converted basis to become FUJI SOFT’s largest shareholder. The first tender offer received significant support from advisors (komon), directors and officers of FUJI SOFT, who tendered ~90% of their share options.

The Offeror raised the tender offer price per common share to 9,451 yen (and with respect to the share options, to 1,197,200 yen per 5th Series Share Option, 1,059,800 yen per 6th Series Share Option, and 293,200 yen per 7th Series Share Option) with the aim of accelerating the privatization process as FUJI SOFT’s shares have stayed above the price of the First Tender Offer. The price of 9,451 yen per share represents a premium of 125.8% over the simple average closing price of FUJI SOFT’s stock for the 12 months prior to October 2, 2023.1

All shareholders and share option holders who tendered into the First Tender Offer will be made whole if the Second Tender Offer succeeds and KKR achieves a 53.22% stake across both tender offers.

Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, said, “We are grateful to have FUJI SOFT’s continued trust and recommendation for KKR’s Second Tender Offer. We aim to complete the privatization swiftly so that we can turn our focus to working closely with the company and its employees to enhance its corporate value and long-term success.”
BCS Bureau