KKR, a prominent global investment firm, announced the completion of the first phase of its two-stage tender offer for FUJI SOFT INCORPORATED (TSE stock code 9749; “FUJI SOFT”) through its affiliate, FK Co., Ltd. (the “Offeror”). The Offeror, controlled by KKR-managed investment funds, successfully concluded the initial tender offer (“First Tender Offer”) on November 5. As a result, the Offeror has become the largest shareholder of FUJI SOFT, acquiring 21,413,302 common shares, representing a 33.86% voting rights ratio, along with share options equivalent to 718,600 common shares, approximately 90% of the existing options before the offer.
By securing over one-third of the voting rights, the Offeror is now positioned to collaborate closely with FUJI SOFT towards its planned privatization. The company’s Board of Directors has identified privatization as a key strategy to enhance corporate value, and with this acquisition, any future attempts to take FUJI SOFT private would require the Offeror’s approval.
Significantly, FUJI SOFT’s advisors, directors, and officers demonstrated strong support, tendering approximately 90% of their share options during the First Tender Offer.
Following this success, the Offeror plans to initiate a second tender offer in mid-November to acquire the remaining shares and share options of FUJI SOFT. The offer price for the second phase will remain at 8,800 yen per share, reflecting a 110.3% premium over the simple average closing price of FUJI SOFT’s stock for the 12 months preceding October 2, 2023.
Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, stated, “The completion of our first tender offer marks a significant milestone for FUJI SOFT and its stakeholders. It highlights our commitment to supporting the company’s privatization efforts, aimed at enhancing corporate value. We appreciate FUJI SOFT’s trust in KKR’s capabilities and look forward to leveraging our resources and network to drive the company’s transformation.”
This press release is intended to report the outcome of the First Tender Offer. It is not meant as an invitation or solicitation to buy or sell shares under the Tender Offer. Investors are advised to consult the relevant Tender Offer Explanatory Statement before making any decisions.
The Tender Offer is being conducted following Japanese legal procedures and information disclosure standards, which may differ from those in the United States. Consequently, neither sections 13(e) nor 14(d) of the U.S. Securities Exchange Act of 1934, nor the related rules, apply. All Tender Offer processes will be carried out in Japanese, with translations provided as necessary. In case of discrepancies, the Japanese-language documents shall prevail.
This release includes forward-looking statements based on current information and expectations. However, actual outcomes may differ due to various risks and uncertainties. The Offeror and its affiliates are not obligated to update these statements unless required by law.
Additionally, the Offeror and its financial advisors may, within legal boundaries, purchase FUJI SOFT’s common shares and share options outside of the Tender Offer. Such transactions, whether market-based or privately negotiated, will be disclosed as required by Japanese law and made available in English on the relevant websites.
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.
