- Amended two-stage scheme provides minority shareholders with
more options and clarity
- Two major shareholders (totaling 32.68%) have tendered and will
not withdraw their tenders
- Removal of minimum number of shares to be purchased enables
completion of pending tender offer
KKR, a leading global investment firm, today announced that in
connection with the tender offer (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,
submitted an amendment statement (the “Amendment Statement”) to the
Tender Offer Registration Statement submitted by the Offeror on
September 5 (including the matters amended in the amendment
statement to the Tender Offer Registration Statement submitted on
September 13; the same applies below).
The Amendment Statement was submitted based on the Offeror’s
decision to remove the minimum number of shares to be purchased in
the initial Tender Offer and to commence a second tender offer as
soon as practicable after the completion and settlement of the
Tender Offer, so that all shareholders and share option holders who
wish to sell through the initial Tender Offer may do so, including
3D Investment Partners (number of shares held: 14,834,000,
ownership ratio: 23.46%; “3DIP”) and Farallon (number of shares
held: 5,833,670, ownership ratio: 9.22%) who have entered into
tender agreements with the Offeror. The tender offer price of 8,800
yen remains unchanged for both tender offers.
As of today, 3DIP (23.46%) and Farallon (9.22%) have tendered in
the initial Tender Offer pursuant to their respective tender
agreements, and will not withdraw their tenders without the consent
of the Offeror, pursuant to their respective tender agreements.
Accordingly, the Offeror is expected to become a shareholder
holding at least 20,667,670 common shares of FUJI SOFT (ownership
ratio: 32.68%) as of October 28, the commencement date of
settlement for the Tender Offer.
The amended two-stage tender offer scheme will benefit
shareholders by providing transaction certainty and their options
to tender at the same price. By guaranteeing minority shareholders
and share option holders with the option to tender their shares in
either stage, those who wish to wait and assess the situation in
light of current market uncertainty due to speculation will be able
to do so.
KKR has high regard for the growth potential of FUJI SOFT, and
looks to leverage its global network, experience and expertise and
work closely with FUJI SOFT’s management and employees to provide
better services and solutions for customers, and accelerate the
company’s growth, which will in turn create value for important
stakeholders, including management, employees, and customers.
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.” and
supplemental materials (attached from page 3 of this press
release).
This press release should be read in conjunction with 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 purpose of this press release is to publicly announce the
submission of an amendment statement to the Tender Offer
Registration Statement for the 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 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 during the Tender Offer Period. 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: KKR), 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240919310393/en/
For more information, please contact:
KKR Asia Pacific Wei Jun Ong +65 6922 5813
WeiJun.Ong@kkr.com
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