Announcement • Jul 30
Bpea Fund IX Pte. Ltd., a fund managed by EQT AB (publ) (OM:EQT) proposed to acquire an additional 91.63% stake in Fujitec Co., Ltd. (TSE:6406) from a group of shareholders for approximately ¥410 billion.
Bpea Fund IX Pte. Ltd., a fund managed by EQT AB (publ) (OM:EQT) proposed to acquire an additional 91.63% stake in Fujitec Co., Ltd. (TSE:6406) from a group of shareholders for approximately ¥410 billion on July 29, 2025. Bpea Fund IX Pte. Ltd., a fund managed by EQT AB entered into the Tender Agreement to acquire an additional 91.63% stake in Fujitec Co., Ltd. from a group of shareholders on July 30, 2025. As part of the acquisition, EQT AB through Bospolder1 K.K, a bidco company formed for the purpose of the acquisition, will acquire 71.5 million ordinary shares, 1000 shares each in First, second and third Series of Stock Acquisition Rights. As part of consideration, ¥5700 price per share will be paid for ordinary shares and ¥5699 price per share will be paid for Stock Acquisition Rights, valuing Fujitec at approximately ¥400 billion ($2.7 billion). As part of the offer, Oasis Management Company Ltd. will tender 23,173,461 shares, representing 29.94% stake, Farallon Capital Management, L.L.C will tender 5,195,700 shares, representing 6.65% stake, Uchiyama International will tender a portion of 342,087 shares, representing 0.44% stake, Santo Co.,Ltd. will tender a portion of 606,400 shares, representing 0.78% stake and Uchiyama will tender a portion of 334,974 shares, representing 0.43% stake in Fujitec Co., Ltd. Additionally, the remaining portion of 4,701,882 shares, representing 6.02% of the Shares held by Uchiyama International, 1,780,000 shares, representing 2.28% of the Shares held by Santo, and 20,757 shares, representing 0.03% of the Shares held by Yusuke Uchiyama (excluding the Shares held through the employee stock ownership plan) shall not be tendered in the Tender Offer; and the Shares respectively held by Kuniko Uchiyama shares held 11,790 shares, representing 0.02% and by Yuri Uchiyama shares held 17,790 shares, representing 0.02%,shall not be caused to be tendered in the Tender Offer.
EQT AB has set 45,520,881 shares representing 58.30% as the minimum number of shares to be purchased, and if the total number of share certificates, etc. tendered in the Tender Offer is less than the minimum number of shares to be purchased, EQT AB will not purchase any of the Tendered Share Certificates. In addition, even if the delisting criteria are not met upon completion of the Tender Offer, the Squeeze-Out Procedures are expected to be carried out. The Shares will be delisted through the prescribed procedures in accordance with the stock delisting criteria of the Tokyo Stock Exchange. After delisting, the Shares will no longer be traded on the Prime Market of the Tokyo Stock Exchange. Following the successful privatization of the company, EQT will own 85% of the Company with the Founding Family rolling over a 15% minority stake.
The transaction is subject to approval the permits and approvals that will be necessary prior to the completion of tender offer, approval of offer by shareholders of Fujitec Co., Ltd and minimum tender. The Board of Directors of Fujitec Co., Ltd. formed a special committee composed of three independent outside directors Kaoru Umino, Clark Graninger; and Shakil Ohara. The board of directors of Fujitec Co., Ltd will support the Offer and leave the decision of whether or not to tender in the Tender Offer to the discretion of the shareholders of Fujitec Co., Ltd and the Stock Acquisition Right Holders.
UBS Securities Japan Co., Ltd. acted as financial advisor and fairness opinion provider to Fujitec Co., Ltd. Oh-Ebashi LPC & Partners acted as legal advisor to Fujitec Co., Ltd. Daiichi Law Office, P.C acted as legal advisor to the special committee of directors of Fujitec Co., Ltd. Nomura Securities Co., Ltd. acted as financial advisor and fairness opinion provider to the special committee of directors of Fujitec Co., Ltd. Mori Hamada & Matsumoto LPC, White & Case Law Offices and Morrison & Foerster LLP (Japan) acted as legal advisor to EQT AB. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and SMBC Nikko Securities Inc. acted as financial advisors to EQT AB.
