KKR Completes Tender Offer for FUJI SOFT
February 19 2025 - 11:35PM
Business Wire
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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version on businesswire.com: https://www.businesswire.com/news/home/20250219106284/en/
For more information, please contact: KKR Asia Pacific Wei Jun
Ong +65 6922 5813 WeiJun.Ong@kkr.com
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