KKR Extends Second Tender Offer for FUJI SOFT to Early February

Extension by 10 business days allows shareholders to tender into KKR’s tender offer if alternative tender offer does not commence

TOKYO–(BUSINESS WIRE)–KKR, a leading global investment firm, announced today that in connection with the Second Tender Offer in its two-stage tender offer scheme (the 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 or FK Co.), an entity owned by investment funds managed by KKR, the Offeror has submitted an amendment statement to the Tender Offer Registration Statement that was submitted on November 20, 2024 (including the matters amended in the amendment statements to the Tender Offer Registration Statement submitted on December 19, 2024 and January 9, 2025) (the Amendment Statement).

The Amendment Statement was submitted due to the Offeror’s decision to extend the end date of the tender offer period for the Second Tender Offer from January 24, 2025 to February 7, 2025. The tender offer price per common share will remain at 9,451 yen, and no change to the price is being considered.

Rationale for Extension to Early February

The extension of the tender offer takes into account the uncertainty faced by shareholders around the possibility of an unsolicited tender offer, which Bain Capital disclosed on January 7, 2025 that it intends to commence in late January or early February 2025 following discussions and negotiations with the Target (NYSE:) Company’s shareholders, including FK Co., Ltd. and preparation of disclosure documents, and is intended to provide shareholders with the option to tender into the existing and only available tender offer, if an alternative tender offer is not commenced.

Bain Capital disclosed in its press release dated November 1, 2024 that all of the conditions precedent other than approval from the Board of Directors of FUJI SOFT have been satisfied, and Bain Capital is prepared to launch the tender offer as soon as approval from FUJI SOFT is obtained, and in its press release dated December 18, 2024 (December 18 Press), that Bain Capital has decided to waive the approval of the Target Company as a condition precedent to the commencement of the tender offer.

The extension timeline also factors in statements by Bain Capital on December 18, 2024 and January 7, 2025 that it intends to launch its unsolicited tender offer by early February, which can be understood to be by February 7, 2025, the last full business day in early February (nigatsu joujun). Therefore, if Bain Capital intends to launch its unsolicited tender offer, it is expected to launch no later than February 7, 2025.

In its press release dated December 11 and December 18, 2024, Bain Capital added the Second Tender Offer by FK Co., Ltd. being withdrawn or unsuccessful as a condition precedent for its unsolicited tender offer. This condition is unnecessary as multiple tender offers can be conducted in parallel and Bain Capital has also not provided any explanation for why it cannot commence its tender offer while FK Co., Ltd.’s Second Tender Offer is ongoing, especially given the unsolicited nature of Bain Capital’s tender offer.

Additional Notes on Bain Capital’s Breach of Confidentiality Agreement

Additionally, in its press release on January 7, 2025, Bain Capital stated that it had fulfilled its obligation to destroy confidential information as requested by FUJI SOFT, and that it had also requested its advisers, lenders and other parties to whom it had disclosed confidential information to destroy such information. It stated that it would continue to conduct its tender offer based on the confidential information that it was permitted to retain based on its confidentiality agreement with FUJI SOFT. It is important to note that the rationale for why some confidential information is permitted to be retained in regular M&A practice is so that undue burden is not imposed on the recipients of information, including in instances where retention is required for regulatory compliance reasons, or where (due to digitalization) the destruction of confidential information is not practicable. Accordingly, such retained confidential information is not permitted for use in a tender offer, particularly one that is unsolicited and non-consensual (were it permissible for confidential information to be continued to be used even after its destruction, there would be no point in entering a confidentiality agreement). Therefore, if Bain Capital continues to use or disclose such Confidential Information, such actions would amount to breach of its confidentiality agreement. The Offeror believes that Bain Capital remains in breach of its confidentiality agreement and continues to request that the Board of Directors of FUJI SOFT take legal action, including seeking an injunction against Bain Capital for its unauthorized use of confidential information.

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. (the Amendment Release).

This press release should be read in conjunction with the Amendment Release.

The 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.

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. 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: NYSE:), 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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For more information, please contact:

Media Contact

KKR Asia Pacific
Wei Jun Ong
+65 6922 5813
[email protected]

Source: KKR