KKR Files Amended Tender Offer Statement for FUJI SOFT

Rhea-AI Summary

KKR, a global investment firm, has announced amendments to its tender offer for FUJI SOFT INCORPORATED (TSE: 9749) through FK Co., The key changes include:

1. Removal of the minimum number of shares to be purchased in the initial tender offer.

2. Commencement of a second tender offer after the completion of the initial one.

3. Unchanged tender offer price of 8,800 yen for both offers.

Two major shareholders, 3D Investment Partners (23.46%) and Farallon (9.22%), have already tendered their shares and will not withdraw without the Offeror's consent. This amended scheme aims to provide more options and clarity for minority shareholders, allowing them to tender their shares in either stage at the same price.

Positive

• Removal of minimum share purchase requirement increases likelihood of tender offer completion
• Two major shareholders (32.68% combined) have already tendered their shares
• Second tender offer provides additional opportunity for shareholders to participate
• Tender offer price remains unchanged at 8,800 yen for both offers
• KKR aims to leverage its global network and expertise to accelerate FUJI SOFT's growth

Negative

• None.

Insights

Financial Analyst

KKR's amended tender offer for FUJI SOFT presents a more favorable scenario for minority shareholders. The removal of the minimum share purchase requirement and the introduction of a two-stage offer process increases the likelihood of deal completion. With major shareholders 3DIP (23.46%) and Farallon (9.22%) already committed, KKR is poised to secure at least 32.68% ownership.

This structure provides enhanced flexibility and certainty for other shareholders, allowing them to either tender immediately or wait for the second offer. The maintained offer price of 8,800 yen per share across both stages ensures equal treatment. From an investor's perspective, this amendment reduces transaction risk and potentially accelerates FUJI SOFT's growth trajectory under KKR's experienced management.

M&A Specialist

KKR's revised approach in the FUJI SOFT acquisition demonstrates strategic adaptability in a challenging market. By eliminating the minimum share requirement and implementing a two-stage offer, KKR effectively mitigates potential roadblocks to deal completion. This structure is particularly savvy given current market volatility, as it allows hesitant shareholders to defer their decision without jeopardizing the initial tender.

The commitment from major shareholders (32.68% combined) provides a solid foundation for the takeover. KKR's emphasis on leveraging its global network and expertise to accelerate FUJI SOFT's growth suggests a long-term value creation strategy, which could benefit remaining shareholders post-acquisition. This amended offer structure balances KKR's acquisition goals with shareholder interests, potentially setting a precedent for future deals in uncertain markets.

• Amended two-stage scheme provides minority shareholders with more options and clarity
• Two major shareholders (totaling 32.68%) have tendered and will not withdraw their tenders
• Removal of minimum number of shares to be purchased enables completion of pending tender offer

TOKYO--(BUSINESS WIRE)-- KKR, a leading global investment firm, today announced that in connection with the tender offer (the “Tender Offer”) for the common shares and share options of FUJI SOFT INCORPORATED (TSE stock code 9749; “FUJI SOFT”) through FK Co., Ltd. (the “Offeror”), the Offeror, an entity owned by investment funds managed by KKR, submitted an amendment statement (the “Amendment Statement”) to the Tender Offer Registration Statement submitted by the Offeror on September 5 (including the matters amended in the amendment statement to the Tender Offer Registration Statement submitted on September 13; the same applies below).

The Amendment Statement was submitted based on the Offeror’s decision to remove the minimum number of shares to be purchased in the initial Tender Offer and to commence a second tender offer as soon as practicable after the completion and settlement of the Tender Offer, so that all shareholders and share option holders who wish to sell through the initial Tender Offer may do so, including 3D Investment Partners (number of shares held: 14,834,000, ownership ratio: 23.46%; “3DIP”) and Farallon (number of shares held: 5,833,670, ownership ratio: 9.22%) who have entered into tender agreements with the Offeror. The tender offer price of 8,800 yen remains unchanged for both tender offers.

As of today, 3DIP (23.46%) and Farallon (9.22%) have tendered in the initial Tender Offer pursuant to their respective tender agreements, and will not withdraw their tenders without the consent of the Offeror, pursuant to their respective tender agreements. Accordingly, the Offeror is expected to become a shareholder holding at least 20,667,670 common shares of FUJI SOFT (ownership ratio: 32.68%) as of October 28, the commencement date of settlement for the Tender Offer.

The amended two-stage tender offer scheme will benefit shareholders by providing transaction certainty and their options to tender at the same price. By guaranteeing minority shareholders and share option holders with the option to tender their shares in either stage, those who wish to wait and assess the situation in light of current market uncertainty due to speculation will be able to do so.

KKR has high regard for the growth potential of FUJI SOFT, and looks to leverage its global network, experience and expertise and work closely with FUJI SOFT’s management and employees to provide better services and solutions for customers, and accelerate the company’s growth, which will in turn create value for important stakeholders, including management, employees, and customers.

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.” and supplemental materials (attached from page 3 of this press release).

This press release should be read in conjunction with 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 purpose of this press release is to publicly announce the submission of an amendment statement to the Tender Offer Registration Statement for the 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 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 during the Tender Offer Period. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240919310393/en/

For more information, please contact:

KKR Asia Pacific

Wei Jun Ong

+65 6922 5813

WeiJun.Ong@kkr.com

Source: KKR

FAQ

What changes did KKR make to its tender offer for FUJI SOFT (TSE: 9749)?

KKR removed the minimum number of shares to be purchased in the initial tender offer and announced a second tender offer to follow the initial one, while maintaining the offer price of 8,800 yen for both offers.

How many major shareholders have already tendered their shares in KKR's offer for FUJI SOFT (TSE: 9749)?

Two major shareholders, 3D Investment Partners (23.46%) and Farallon (9.22%), have already tendered their shares, representing a combined 32.68% ownership.

What is the purpose of KKR's amended two-stage tender offer for FUJI SOFT (TSE: 9749)?

The amended scheme aims to provide more options and clarity for minority shareholders, allowing them to tender their shares in either stage at the same price of 8,800 yen.

When will KKR commence the second tender offer for FUJI SOFT (TSE: 9749)?

KKR plans to commence the second tender offer as soon as practicable after the completion and settlement of the initial Tender Offer.