KKR Acquires Over a Third of FUJI SOFT With Completion of First Stage of Tender Offer

KKR, a leading global investment firm, today announced that in connection with its two-stage tender offer scheme (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, completed the first of the two planned tender offers (“First Tender Offer”) on November 5.

With the completion of the First Tender Offer, the Offeror will become the largest shareholder of FUJI SOFT, acquiring 21,413,302 common shares (voting rights ratio: 33.86%), and share options totaling 718,600 common shares on an as-converted basis (approximately 90% of the share options existing prior to the First Tender Offer). As the Offeror will acquire more than one-third of FUJI SOFT’s voting rights, it is best positioned to work with FUJI SOFT to achieve its privatization, which the Board of Directors of FUJI SOFT have indicated to be the best measure to enhance its corporate value¹; further, it will no longer be possible for any other party to take the company private without the Offeror’s support.

Notably, advisors (komon), directors and officers of FUJI SOFT tendered approximately 90% of their share options and supported the First Tender Offer.

Following the successful First Tender Offer, the Offeror plans to commence a second tender offer in mid-November to acquire all remaining shares and share options of FUJI SOFT. The purchase price for the second tender offer is planned to be unchanged from the First Tender Offer at 8,800 yen per share, reflecting a 110.3% premium over the simple average closing price of FUJI SOFT’s stock for the 12 months prior to October 2, 2023.²

Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, said, “The success of our first tender offer is an important milestone for FUJI SOFT and its stakeholders as it provides considerable clarity of our ability to support the company’s aim of privatizing to enhance its corporate value. We are grateful for FUJI SOFT’s continued confidence in our capabilities and believe that a stable and cohesive shareholder structure is in the company’s best interests. We look forward to sharing KKR’s full suite of resources and network to help FUJI SOFT achieve its next stage of transformation.”