KKR Launches Tender Offer for FUJI SOFT
2024年9月4日 - 11:43PM
ビジネスワイヤ(英語)
KKR, a leading global investment firm, announced today that it
will launch its tender offer for the common shares and share
options of FUJI SOFT INCORPORATED (“FUJI SOFT” or the “Company”;
TSE stock code 9749) through FK Co., Ltd. (the “Offeror”), an
entity owned by investment funds managed by KKR (the “Tender
Offer”). The tender offer period will commence on September 5, 2024
and run until October 21, 2024 (tender offer price: JPY 8,800 per
share). The Board of Directors of FUJI SOFT has resolved today
again to express its opinion in support of the Tender Offer and to
recommend the shareholders and share option holders of the Company
tender their shares and options.
FUJI SOFT is a leading system integrator in Japan with a focus
on embedded, control and operational software and systems. The
Company serves clients across various industries based on advanced
technologies built on decades of experience with a team of over
10,000 system engineers. Under the Company’s five-year “Mid-Term
Business Plan 2028,” FUJI SOFT’s vision is to become a leading
provider of system, software, and service both in information
technology and operational technology fields. The Company’s
five-year plan also outlines its strategy to improve the
profitability of its existing businesses, strengthen group
synergies, and capture new growth opportunities.
The tender offer will be financed predominantly from KKR Asian
Fund IV.
For more details regarding the conditions of the tender offer,
please refer to the full text of the release issued by the Offeror
today titled “Notice Regarding the Commencement of Tender Offer for
the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK
Co., Ltd.”
This press release should be read in conjunction with the
release issued by the Offeror today titled “Notice Regarding the
Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Code: 9749) by FK Co., Ltd.”
The purpose of this press release is to publicly announce the
commencement of the tender offer and it has not been prepared for
the purpose of soliciting an offer to sell or purchase in the
tender offer. When making an application to tender, please be sure
to read the tender offer explanatory statement for the tender offer
and make your own decision as a shareholder or share option holder.
This press release does not constitute, either in whole or in part,
a solicitation of an offer to sell or purchase any securities, and
the existence of this press release (or any part thereof) or its
distribution shall not be construed as a basis for any agreement
regarding the tender offer, nor shall it be relied upon in
concluding an agreement regarding the tender offer.
The tender offer will be conducted in compliance with the
procedures and information disclosure standards set forth in
Japanese law, and those procedures and standards are not always the
same as the procedures and information disclosure standards in the
U.S. In particular, neither sections 13(e) or 14(d) of the U.S.
Securities Exchange Act of 1934 (as amended; the same shall apply
hereinafter) or the rules under these sections apply to the tender
offer; and therefore the tender offer will not be conducted in
accordance with those procedures and standards.
Unless otherwise specified, all procedures relating to the
tender offer are to be conducted entirely in Japanese. All or a
part of the documentation relating to the tender offer will be
prepared in English; however, if there is any discrepancy between
the English-language documents and the Japanese-language documents,
the Japanese-language documents shall prevail.
This press release includes statements that fall under
“forward-looking statements” as defined in section 27A of the U.S.
Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934. Due to known or unknown risks,
uncertainties or other factors, actual results may differ
materially from the predictions indicated by the statements that
are implicitly or explicitly forward-looking statements. Neither
the Offeror nor any of its affiliates guarantee that the
predictions indicated by the statements that are implicitly or
expressly forward-looking statements will materialize. The
forward-looking statements in this press release were prepared
based on information held by the Offeror as of today, and the
Offeror and its affiliates shall not be obliged to amend or revise
such statements to reflect future events or circumstances, except
as required by laws and regulations.
The Offeror, its financial advisors and the tender offer agent
(and their respective affiliates) may purchase the common shares
and share options of the Company, by means other than the tender
offer, or conduct an act aimed at such purchases, for their own
account or for their client’s accounts, in the scope of their
ordinary business and to the extent permitted under financial
instrument exchange-related laws and regulations, and any other
applicable laws and regulations in Japan, in accordance with the
requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act
of 1934 during the tender offer period. Such purchases may be
conducted at the market price through market transactions or at a
price determined by negotiations off-market. In the event that
information regarding such purchases is disclosed in Japan, such
information will also be disclosed on the English website of the
person conducting such purchases (or by any other method of public
disclosure).
About KKR
KKR is a leading global investment firm that offers alternative
asset management as well as capital markets and insurance
solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world-class people, and supporting growth in its portfolio
companies and communities. KKR sponsors investment funds that
invest in private equity, credit and real assets and has strategic
partners that manage hedge funds. KKR’s insurance subsidiaries
offer retirement, life and reinsurance products under the
management of Global Atlantic Financial Group. References to KKR’s
investments may include the activities of its sponsored funds and
insurance subsidiaries. For additional information about KKR &
Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com.
For additional information about Global Atlantic Financial Group,
please visit Global Atlantic Financial Group’s website at
www.globalatlantic.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240904022672/en/
KKR Asia Pacific Wei Jun Ong +65 6922 5813
WeiJun.Ong@kkr.com
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