Board of FUJI SOFT Unanimously Supports KKR
Second Tender Offer and Recommends Tender
KKR, a leading global investment firm, announced today that in
connection with the Second Tender Offer in its two-stage tender
offer scheme (the “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 Offeror has
submitted an amendment statement (“Amendment Statement”) to the
Tender Offer Registration Statement that was submitted on November
20, 2024.
The Amendment Statement was submitted due to the Offeror’s
decision to extend the end date of the tender offer period for the
Second Tender Offer from December 19, 2024 to January 9, 2025. The
tender offer price per common share will remain at 9,451 yen, and
there is no change to the price that is being considered.
The extension of the tender offer period is intended to allow
the Company’s shareholders and share option holders to make a
considered decision, in light of the fact that as of December 19,
2024, the market price of the Company’s shares has stayed above the
Second Tender Offer price due to the following announcements:
- Bain Capital’s “Notice Regarding Changes to the Terms and
Conditions of Tender Offer for the Shares of FUJI SOFT INCORPORATED
(Securities Code 9749)” on December 11, 2024;
- FUJI SOFT’s “Notice Regarding the Opinion (in Opposition) of
the Board of Directors of the Company on the Tender Offer for the
Company Share Certificates by BCJ-88 Co., Ltd.” on December 17,
2024;
- Bain Capital’s “Notice Regarding Changes to the Terms and
Conditions of Tender Offer for the Shares of FUJI SOFT INCORPORATED
(Securities Code 9749) (Waiver of Conditions Precedent Regarding
the Affirmative Opinion, Etc.)” on December 18, 2024; and
- Changes to the terms of Bain Capital’s tender offer
proposal.
FUJI SOFT’s Board of Directors resolved on December 17, 2024 to
express its opinion of continued support for KKR’s Second Tender
Offer, and to recommend the shareholders and share option holders
of the Company tender their shares and options, and to express its
opinion in opposition of the tender offer by Bain Capital. The
Board stated the following main reasons for opposing the tender
offer proposal by Bain Capital:
- Bain Capital’s proposal carries the risk of deadlock among
major shareholders with respect to special resolutions of
shareholders and would not contribute to the improvement of
corporate value; and
- Bain Capital’s proposal is inferior to KKR’s proposal in
quantitative terms, given that the price premium is
incommensurate with the at least three-month delay required by
Bain Capital’s tender offer compared to KKR’s Second Tender
Offer.
In addition, the Board of Directors considered important factors
including:
- Bain Capital’s failure to comply with the Company’s
information destruction request and its actions may constitute
a violation of its non-disclosure agreement with the
Company;
- The possibility that Bain Capital’s proposal dated December
11 may be withdrawn; and
- Bain Capital’s “inadequate response”1 to the issue of
coerciveness in its proposal.
FUJI SOFT also recognized that by changing the terms of its
tender offer on December 18, 2024 and waiving the support of the
Board of Directors of the Company as a condition precedent to
commencement of the tender offer and setting a maximum number of
shares to be purchased at 31,444,443 shares (ownership ratio:
49.89%), Bain Capital’s tender offer is no longer intended to
take the Company private and has changed into a “hostile partial
tender offer with the aim of seizing control of the company,”
and this proposal is a violation of Bain Capital’s confidentiality
agreement with FUJI SOFT as outlined above.
KKR continues to have strong regard for FUJI SOFT’s growth
potential and intends to leverage KKR's global network and
resources and work together with FUJI SOFT’s management and
employees to provide better services and solutions for customers
and achieve further business growth and value creation for FUJI
SOFT after the privatization. This will create value for
stakeholders, including management, employees, and customers.
For details on the Amendment Statement, please refer to the
release issued by the Offeror today titled “(Amendment) Notice
Regarding Amendment to “Notice Regarding the Commencement of Tender
Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code:
9749) by FK Co., Ltd.” Following Submission of Amendment Statement
to the Tender Offer Registration Statement by FK Co., Ltd.”
***
This press release should be read in conjunction with the
release issued by the Offeror titled “(Amendment) Notice Regarding
Amendment to “Notice Regarding the Commencement of Tender Offer for
the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK
Co., Ltd.” Following Submission of Amendment Statement to the
Tender Offer Registration Statement by FK Co., Ltd.”
The purpose of this press release is to publicly announce an
extension to the tender offer period for the Second 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 relevant 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 FUJI SOFT, 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. 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.
_________________________ 1 As explained on point (5) on page 22
of FUJI SOFT’s statement dated December 17, 2024:
https://www.fsi.co.jp/company/news/2024/20241217.pdf
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version on businesswire.com: https://www.businesswire.com/news/home/20241219093184/en/
For more information, please contact:
Media Contact
KKR Asia Pacific Wei Jun Ong +65 6922 5813
WeiJun.Ong@kkr.com
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