August 15, 2024 | Technology | Asia | Active
On 8-Aug-24, KKR announced a tender offer to acquire all outstanding shares of Japanese system developer Fuji Soft at JPY 8,800 per share, valuing the company at JPY 600bn ($4.1bn). The offer represents a 27.7% premium over Fuji Soft’s undisturbed price of JPY 6,890 on 6-Aug-24, the day before Nikkei reported on a potential deal. The financial sponsor expects to launch the offer in mid-September 2024, after it receives approvals from Japanese and Vietnamese antitrust regulators, as well as foreign investment clearances from Japan and possibly Belgium. The merger parties have disclosed that all relevant notifications in Japan were submitted on 2-Aug-24, and that preparations are underway to notify appropriate authorities in Vietnam. Fuji Soft’s board recommends the offer and will convene a special committee to re-assess its position once the offer is launched, before making a final recommendation. To help it meet the required minimum acceptance threshold, KKR has entered into agreements with 3D Investment Partners (“3DIP”), a Singapore-based value investment fund (holding 23.46%), and hedge fund Farallon Capital (9.22%), who have both agreed to accept the offer. Combined, these funds control a 32.68% stake in the target. Additionally, the company’s second largest shareholder, NFC Corp (9.58%), and its fifth largest shareholder, Hiroshi Nozawa (5.58%), are considering tendering their shares, according to the M&A announcement. The acceptance period will extend for 30 business days, rather than the statutory 20 days, and the minimum acceptance threshold is set at 66.64%, slightly adjusted lower from ...
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