KKR Continues to Be Committed to FUJI SOFT's Privatization; Will Not Withdraw its Second Tender Offer
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" or "FK Co."), an entity owned by investment funds managed by KKR, the Offeror has submitted an amendment statement to the Tender Offer Registration Statement that was submitted on November 20, 2024 (including the matters amended in the amendment statement to the Tender Offer Registration Statement submitted on December 19, 2024) (the "Amendment Statement").
Further Extension of Second Tender Offer
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 January 9, 2025 to January 24, 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 January 9, 2025, the market price of the Company's shares has stayed above the Second Tender Offer price while the market continues to digest the following announcements:
- Bain Capital's press releases dated December 11, 2024, December 18, 2024, and January 7, 2025;
- FUJI SOFT's press releases dated December 17, 2024, January 7, 2025, and January 8, 2025; and
- The Offeror's press release dated December 19, 2024 and January 6, 2025.
Doubts Regarding the Feasibility of Bain Capital's Tender Offer
Bain Capital waived the support of the Board of Directors of the Company as a condition precedent to the commencement of its tender offer and set a maximum number of shares to be purchased at 31,444,443 shares (ownership ratio: 49.89%) in the amendment to the terms of its tender offer on December 18, 2024. As a result, 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." In addition, Bain Capital made it a condition precedent of their tender offer that the Second Tender Offer by the Offeror be unsuccessful or withdrawn, and Bain Capital has expressed its intention to commence its tender offer from late January 2025 or after.
FK Co., however, has no intention to withdraw the Second Tender Offer. Even in the scenario that the Second Tender Offer is not successful, FK Co., as the largest shareholder whose support is required in any privatization through a minority squeeze-out, remains committed to privatizing FUJI SOFT, and will conduct a new tender offer at the same tender offer price as that of the Tender Offer.
Given that the conditions required to fulfil Bain Capital's tender offer will not occur, and accordingly the very low likelihood of FUJI SOFT changing its "Oppose" opinion for Bain Capital, the Offeror believes there will not be a tender offer by Bain Capital that investors can tender into.
This belief is supported by the fact that while Bain Capital stated on November 1, 2024 that it would commence its tender offer immediately upon obtaining the approval of FUJI SOFT, which was its outstanding condition precedent, it has not launched any tender offer after waiving this requirement on December 18, 2024. The Offeror logically concludes that if Bain Capital, with no outstanding conditions precedent to fulfil, has not launched an unsolicited tender offer as it said it would, it is because Bain Capital either has no actual intention to launch an unsolicited tender offer or that it is unable to do so, for reasons such as completing the appointment of a tender offer agent due to Bain Capital's breach of its confidentiality agreement with FUJI SOFT or securing the necessary financial commitments including for the minority squeeze-out. Bain Capital has also not provided a reasonable explanation for why it has not commenced its unsolicited tender offer.
Founding Family and Bain Capital Reached Out to KKR to Propose Collaboration
Bain Capital stated in its press release dated January 7, 2025 that "upon consultation and negotiation with the shareholders of the Company, including FK Co., Ltd. and other shareholders of the Company, the Tender Offeror [Bain Capital] plans to commence the Tender Offer in late January 2025 or early February 2025, as soon as the disclosure documents are prepared."
On December 27, 2024, Nomura Securities, the financial advisor to FUJI SOFT's Founding Family, reached out to KKR on behalf of the Founding Family to propose that the three parties, specifically the Founding Family, the Offeror, and Bain Capital, could work together to take FUJI SOFT private.
KKR Continues to be Committed to FUJI SOFT's Privatization
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 as well as for its stakeholders including management, employees, and customers after the privatization.
KKR believes that it is desirable for all stakeholders to see FUJI SOFT be taken private as soon as possible and to work on measures to enhance corporate value.
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." (the "Amendment Release").
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This press release should be read in conjunction with the Amendment Release.
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.
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