\nKKR, a leading global investment firm, announced today that in connection with the Second Tender Offer in its two-stage tender offer scheme (the \u201cTender Offer\u201d) for the common shares and share options of FUJI SOFT INCORPORATED (\u201cFUJI SOFT\u201d or the \u201cCompany\u201d; TSE stock code 9749) through FK Co., Ltd. (the \u201cOfferor\u201d), an entity owned by investment funds managed by KKR, the Offeror has submitted an amendment statement (\u201cAmendment Statement\u201d) to the Tender Offer Registration Statement that was submitted on November 20, 2024.<\/p>\n
\nThe Amendment Statement was submitted due to the Offeror\u2019s 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.<\/p>\n
\nThe extension of the tender offer period is intended to allow the Company\u2019s 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\u2019s shares has stayed above the Second Tender Offer price due to the following announcements:<\/p>\n
- \n
- \nBain Capital\u2019s \u201cNotice Regarding Changes to the Terms and Conditions of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code 9749)<\/i>\u201d on December 11, 2024;<\/p>\n<\/li>\n
- \nFUJI SOFT\u2019s \u201cNotice 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.<\/i>\u201d on December 17, 2024;<\/p>\n<\/li>\n
- \nBain Capital\u2019s \u201cNotice 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.)<\/i>\u201d on December 18, 2024; and<\/p>\n<\/li>\n
- \nChanges to the terms of Bain Capital\u2019s tender offer proposal.<\/p>\n<\/li>\n<\/ul>\n
\nFUJI SOFT\u2019s Board of Directors resolved on December 17, 2024 to express its opinion of continued support for KKR\u2019s 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:<\/p>\n
- \n
- \nBain Capital\u2019s proposal carries the risk of deadlock among major shareholders with respect to special resolutions of shareholders <\/b>and would not contribute to the improvement of corporate value<\/b>; and<\/p>\n<\/li>\n
- Bain Capital\u2019s proposal is inferior to KKR\u2019s proposal in quantitative terms<\/b>, given that the price premium is incommensurate with the at least three-month delay<\/b> required by Bain Capital\u2019s tender offer compared to KKR\u2019s Second Tender Offer.\n<\/li>\n<\/ul>\n
\nIn addition, the Board of Directors considered important factors including:<\/p>\n
- \n
- Bain Capital\u2019s failure to comply with the Company\u2019s information destruction request<\/b> and its actions may constitute a violation of its non-disclosure agreement with the Company<\/b>;\n<\/li>\n
- \nThe possibility that Bain Capital\u2019s proposal dated December 11 may be withdrawn<\/b>; and<\/p>\n<\/li>\n
- \nBain Capital\u2019s \u201cinadequate response\u201d1<\/sup> to the issue of coerciveness in its proposal<\/b>.<\/p>\n<\/li>\n<\/ul>\n
\nFUJI 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\u2019s tender offer is no longer intended to take the Company private and has changed into a \u201chostile partial tender offer with the aim of seizing control of the company<\/b>,\u201d and this proposal is a violation of Bain Capital\u2019s confidentiality agreement with FUJI SOFT as outlined above.<\/p>\n
\nKKR continues to have strong regard for FUJI SOFT\u2019s growth potential and intends to leverage KKR’s global network and resources and work together with FUJI SOFT\u2019s 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.<\/p>\n
\nFor details on the Amendment Statement, please refer to the release issued by the Offeror today titled \u201c(Amendment) Notice Regarding Amendment to \u201cNotice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.\u201d Following Submission of Amendment Statement to the Tender Offer Registration Statement by FK Co., Ltd.\u201d<\/p>\n
\n***<\/p>\n
\nThis press release should be read in conjunction with the release issued by the Offeror titled \u201c(Amendment) Notice Regarding Amendment to \u201cNotice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.\u201d Following Submission of Amendment Statement to the Tender Offer Registration Statement by FK Co., Ltd.\u201d<\/p>\n
\nThe 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.<\/p>\n
\nThe 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.<\/p>\n
\nUnless 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.<\/p>\n
\nThis press release includes statements that fall under \u201cforward-looking statements\u201d 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.<\/p>\n
\nThe 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\u2019s 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).<\/p>\n
About KKR<\/b><\/p>\n
\nKKR 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\u2019s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR\u2019s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR\u2019s website at www.kkr.com<\/a>. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group\u2019s website at www.globalatlantic.com<\/a>.<\/p>\n
\n_________________________
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1<\/sup><\/i> As explained on point (5) on page 22 of FUJI SOFT\u2019s statement dated December 17, 2024: <\/i>https:\/\/www.fsi.co.jp\/company\/news\/2024\/20241217.pdf<\/i><\/a><\/p>\n<\/p>\n
View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20241219093184\/en\/<\/a><\/span><\/p>\n
\nFor more information, please contact:<\/p>\n
Media Contact<\/b><\/p>\n
\nKKR Asia Pacific
\n
Wei Jun Ong
\n
+65 6922 5813
\n
WeiJun.Ong@kkr.com<\/a><\/p>\nKEYWORDS:<\/b> Japan Asia Pacific<\/p>\n
INDUSTRY KEYWORDS:<\/b> Asset Management Professional Services Insurance Finance<\/p>\n
- \nThe possibility that Bain Capital\u2019s proposal dated December 11 may be withdrawn<\/b>; and<\/p>\n<\/li>\n
- Bain Capital\u2019s proposal is inferior to KKR\u2019s proposal in quantitative terms<\/b>, given that the price premium is incommensurate with the at least three-month delay<\/b> required by Bain Capital\u2019s tender offer compared to KKR\u2019s Second Tender Offer.\n<\/li>\n<\/ul>\n
- \nFUJI SOFT\u2019s \u201cNotice 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.<\/i>\u201d on December 17, 2024;<\/p>\n<\/li>\n
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