공지 • Feb 20
KKR & Co. Inc. (NYSE:KKR) completed the acquisition of remaining 66.08% stake in Fuji Soft Incorporated (TSE:9749) from group of sellers.
KKR & Co. Inc. (NYSE:KKR) proposed to acquire remaining 66.08% stake in Fuji Soft Incorporated (TSE:9749) from group of sellers for approximately ¥410 billion on November 15, 2024. A cash consideration of ¥393.64 billion valued at ¥9,451 per share will be paid by KKR & Co. Inc. As part of consideration, ¥393.64 billion is paid towards common equity of Fuji Soft Incorporated. Upon completion, KKR & Co. Inc. will own 100% stake in Fuji Soft Incorporated. As of November 19, 2024, the Tender Offeror has decided to commence the Second Tender Offer on November 20, 2024. The Tender Offer Price of ¥9,451 represents a premium of 27.89% on the closing price of the Target Company's Shares on the Tokyo Stock Exchange Prime Market on August 7, 2024. If the total number of tendered shares (including the number of shares that are the subject of the Stock Acquisition Rights tendered in the Tender Offer) is less than the minimum number of shares to be purchased (12,133,398 shares), none of the tendered shares will be purchased. If the total number of tendered shares is equal to or greater than the minimum number of shares to be purchased (12,133,398 shares), all of the tendered shares will be purchased. The Board of Directors of Fuji Soft Incorporated formed a special committee for the transaction. As on November 20, 2024, KKR, has commenced its second tender offer (“Second Tender Offer”) on November 20, 2024, which will run until December 19, 2024. As of December 19, 2024, Offeror decided to extend the Second Tender Offer Period until January 9, 2025. As of January 9, 2025, Offeror decided to extend the Second Tender Offer Period until January 24, 2025. The Offeror is not considering changing the Second Tender Offer Price or the Second Stock Acquisition Rights Purchase Price. As of February 4, 2025, KKR has decided to raise the tender-offer price to ¥9,850 a share, equivalent to ($63.64), from ¥9,451 previously. KKR will also decided to extend the period to a total of 59 business days until February 19, 2025. Subsequently, on February 4, 2025, the Offeror announced that although Bain Capital had not yet commenced a counter tender offer, the market share price had been above the Offeror's second tender offer price ¥9,451 and the tender offer price announced by Bain Capital ¥9,600, there was no prospect of taking the Company private, and there was a concern that the Company's corporate value would be impaired as the tender offer proceeded for a long period of time.
J.P. Morgan Securities, Inc. acted as financial advisor and fairness opinion provider; Mori Hamada & Matsumoto LPC acted as legal advisor; Nomura Securities Co., Ltd. acted as financial advisor; SMBC Nikko Securities Inc. acted as financial advisor; and Shiomizaka acted as legal advisor for Fuji Soft Incorporated. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor; Nishimura & Asahi and Simpson Thacher & Bartlett LLP acted as legal advisor for KKR & Co. Inc.
KKR & Co. Inc. (NYSE:KKR) completed the acquisition of remaining 66.08% stake in Fuji Soft Incorporated (TSE:9749) from group of sellers on February 19, 2025. KKR receives tenders in excess of 19.25%, the minimum ownership stake required to conduct a squeeze-out 53.22%. In addition to the shares acquired through the Tender Offer, KKR aims to acquire the remaining shares of FUJI SOFT through a squeeze-out process, which will result in the Offeror owning 100% of the shares of FUJI SOFT. The Extraordinary General Meeting for the squeeze-out process is scheduled for late April 2025.