KKR Launches Tender Offer for FUJI SOFT

Rhea-AI Summary

KKR, a leading global investment firm, has announced the launch of a tender offer for FUJI SOFT INCORPORATED (TSE: 9749) through FK Co., The tender offer period will run from September 5, 2024, to October 21, 2024, with a price of JPY 8,800 per share. FUJI SOFT's Board of Directors has expressed support for the offer and recommends shareholders and option holders to tender their shares and options.

FUJI SOFT is a leading Japanese system integrator specializing in embedded, control, and operational software and systems. The company aims to become a leading provider in both IT and OT fields under its "Mid-Term Business Plan 2028". The tender offer will be primarily financed by KKR Asian Fund IV.

Positive

• FUJI SOFT's Board of Directors supports the tender offer
• Tender offer price set at JPY 8,800 per share
• KKR's investment may help FUJI SOFT achieve its growth objectives
• Potential for improved profitability and strengthened group synergies

Negative

• None.

Insights

Financial Analyst

KKR's tender offer for FUJI SOFT at JPY 8,800 per share represents a significant move in the Japanese tech sector. This deal highlights the growing interest of global private equity firms in Japan's undervalued tech companies. The offer price and FUJI SOFT's board support suggest a premium valuation, likely reflecting KKR's confidence in the company's growth potential.

FUJI SOFT's focus on embedded, control and operational software positions it well in the evolving tech landscape. The company's five-year plan to improve profitability and capture new growth opportunities aligns with KKR's typical investment strategy of operational improvements and market expansion. This acquisition could potentially accelerate FUJI SOFT's transformation and enhance its competitiveness in both domestic and international markets.

Tech Industry Expert

FUJI SOFT's expertise in system integration, particularly in embedded and control software, is highly valuable in the era of IoT and Industry 4.0. KKR's acquisition could provide FUJI SOFT with the resources and global network to expand its technological capabilities and market reach. The company's team of over 10,000 system engineers represents a significant talent pool that could be leveraged for innovation and scaling operations.

The emphasis on both information technology and operational technology in FUJI SOFT's strategy is particularly noteworthy. This dual focus positions the company to capitalize on the convergence of IT and OT, a trend that's driving digital transformation across industries. KKR's backing could accelerate FUJI SOFT's efforts in this direction, potentially establishing it as a leader in the integrated IT-OT space.

Market Research Analyst

This acquisition reflects the broader trend of increased private equity interest in Japan's tech sector. Japan's aging population and labor shortages are driving demand for automation and digital solutions, creating opportunities for companies like FUJI SOFT. KKR's move suggests they see untapped potential in FUJI SOFT's market position and capabilities.

The deal could also signal a shift in Japan's corporate landscape, with more openness to foreign investment and management practices. This could lead to increased efficiency and global competitiveness for Japanese tech firms. However, it's important to monitor how FUJI SOFT's corporate culture and long-term strategy might evolve under KKR's ownership, as this could impact its relationships with Japanese clients and partners.

TOKYO--(BUSINESS WIRE)-- KKR, a leading global investment firm, announced today that it will launch its 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”), an entity owned by investment funds managed by KKR (the “Tender Offer”). The tender offer period will commence on September 5, 2024 and run until October 21, 2024 (tender offer price: JPY 8,800 per share). The Board of Directors of FUJI SOFT has resolved today again to express its opinion in support of the Tender Offer and to recommend the shareholders and share option holders of the Company tender their shares and options.

FUJI SOFT is a leading system integrator in Japan with a focus on embedded, control and operational software and systems. The Company serves clients across various industries based on advanced technologies built on decades of experience with a team of over 10,000 system engineers. Under the Company’s five-year “Mid-Term Business Plan 2028,” FUJI SOFT’s vision is to become a leading provider of system, software, and service both in information technology and operational technology fields. The Company’s five-year plan also outlines its strategy to improve the profitability of its existing businesses, strengthen group synergies, and capture new growth opportunities.

The tender offer will be financed predominantly from KKR Asian Fund IV.

For more details regarding the conditions of the tender offer, please refer to the full text of the release issued by the Offeror today titled “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.”

This press release should be read in conjunction with the release issued by the Offeror today titled “Notice Regarding the Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Code: 9749) by FK Co., Ltd.”

The purpose of this press release is to publicly announce the commencement of 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 the Company, 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/20240904022672/en/

KKR Asia Pacific

Wei Jun Ong

+65 6922 5813

WeiJun.Ong@kkr.com

Source: KKR

FAQ

What is the tender offer price for FUJI SOFT (9749) shares by KKR?

The tender offer price for FUJI SOFT (9749) shares by KKR is JPY 8,800 per share.

When does the tender offer period for FUJI SOFT (9749) by KKR begin and end?

The tender offer period for FUJI SOFT (9749) by KKR begins on September 5, 2024, and ends on October 21, 2024.

Which KKR fund is primarily financing the tender offer for FUJI SOFT (9749)?

The tender offer for FUJI SOFT (9749) is primarily financed by KKR Asian Fund IV.

What is FUJI SOFT's (9749) main business focus according to the KKR tender offer announcement?

FUJI SOFT (9749) is a leading system integrator in Japan, focusing on embedded, control, and operational software and systems.