Becomes largest shareholder with 58% of ownership; to proceed with privatization
KKR, a leading global investment firm, today announced that in connection with the two-stage tender offer (the "Tender Offer") for the common shares and share options of FUJI SOFT INCORPORATED (TSE stock code 9749; "FUJI SOFT" or the "Company") through FK Co., Ltd. (the "Offeror"), the Offeror, an entity owned by investment funds managed by KKR, received tenders in excess of 19.25%, the minimum ownership stake required to conduct a squeeze-out (53.22% in total), and completed the second stage of its Tender Offer ("Second Tender Offer") on February 19, 2025.
Upon settlement of the Second Tender Offer, including the shares acquired by the Offeror in the First Tender Offer, the Offeror will hold a total of 35,753,281 common shares and share options (758,400 shares on an as-converted basis) of FUJI SOFT (Total Ownership Ratio: 57.92%). Settlement of the Second Tender Offer will commence on February 27, 2025.
In addition to the shares acquired through the Tender Offer, the Offeror aims to acquire the remaining shares of FUJI SOFT through a squeeze-out process, which will result in the Offeror owning 100% of the shares of FUJI SOFT. The Extraordinary General Meeting for the squeeze-out process is scheduled for late April 2025.
FUJI SOFT is a leading Japanese system integration company specializing in control systems and embedded software, business software, and systems. With over 10,000 system engineers, strong technical capabilities and a long track record, FUJI SOFT provides IT services to clients across a wide range of industries. In its "Mid-term Business Plan 2028" announced in February 2024, FUJI SOFT set a vision of "becoming the leading company providing systems/software & services in the IT x OT field." In the fiscal year ending December 2024, the first year of the plan, FUJI SOFT achieved a record high revenue and operating income of 317.5 billion yen and 22 billion yen respectively, with an operating income margin of 6.5%.
Following the Offeror's announcement of a Tender Offer with the support from the Board of Directors of FUJI SOFT on August 8, 2024, an unprecedented situation arose in which the Offeror's Tender Offer was followed by Bain Capital's announcement of a proposed tender offer. As a result, the Offeror's Tender Offer was completed more than four months later than initially anticipated. The Offeror is grateful for the patience and consistent support it received from FUJI SOFT's executive team and Board of Directors during this period, and now looks forward to focusing on the business growth of and value creation for FUJI SOFT.
Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, said, "We are very pleased with the outcome of the tender offer and are thankful for the trust and endorsement shown by FUJI SOFT through this process. We are fully committed and look forward to supporting FUJI SOFT's plan to enhance its corporate value, under a new and simpler ownership by KKR following the privatization, by leveraging our global network and expertise and to help FUJI SOFT achieve its next stage of transformation. As one of Japan's leading system integrators, FUJI SOFT plays an important role in enabling Japanese businesses to deliver better solutions and experiences for their customers in this new age of digitalization, cloud computing and AI."
The Tender Offer will be financed predominantly from KKR Asian Fund IV.
This press release should be read in conjunction with the release issued by the Offeror today titled "Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd."
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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For more information, please contact:
KKR Asia Pacific
Wei Jun Ong
+65 6922 5813
[email protected]