Becomes largest shareholder with 58% of ownership; to proceed with privatization
TOKYO, February 20, 2025– KKR, a leading global investment firm, today announced that in connection with the two-stage tender offer (the “Tender Offer”) for the common shares and share options of FUJI SOFT INCORPORATED (TSE stock code 9749; “FUJI SOFT” or the “Company”) through FK Co., Ltd. (the “Offeror”), the Offeror, an entity owned by investment funds managed by KKR, received tenders in excess of 19.25%, the minimum ownership stake required to conduct a squeeze-out (53.22% in total), and completed the second stage of its Tender Offer (“Second Tender Offer”) on February 19, 2025.
Upon settlement of the Second Tender Offer, including the shares acquired by the Offeror in the First Tender Offer, the Offeror will hold a total of 35,753,281 common shares and share options (758,400 shares on an asconverted basis) of FUJI SOFT (Total Ownership Ratio: 57.92%). Settlement of the Second Tender Offer will commence on February 27, 2025.
In addition to the shares acquired through the Tender Offer, the Offeror 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.
FUJI SOFT is a leading Japanese system integration company specializing in control systems and embedded software, business software, and systems. With over 10,000 system engineers, strong technical capabilities and a long track record, FUJI SOFT provides IT services to clients across a wide range of industries. In its “Midterm Business Plan 2028” announced in February 2024, FUJI SOFT set a vision of “becoming the leading company providing systems/software & services in the IT x OT field.” In the fiscal year ending December 2024, the first year of the plan, FUJI SOFT achieved a record high revenue and operating income of 317.5 billion yen and 22 billion yen respectively, with an operating income margin of 6.5%.
Following the Offeror’s announcement of a Tender Offer with the support from the Board of Directors of FUJI SOFT on August 8, 2024, an unprecedented situation arose in which the Offeror’s Tender Offer was followed by Bain Capital’s announcement of a proposed tender offer. As a result, the Offeror’s Tender Offer was completed more than four months later than initially anticipated. The Offeror is grateful for the patience and consistent support it received from FUJI SOFT’s executive team and Board of Directors during this period, and now looks forward to focusing on the business growth of and value creation for FUJI SOFT.
Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, said, “We are very pleased with the outcome of the tender offer and are thankful for the trust and endorsement shown by FUJI SOFT through this process. We are fully committed and look forward to supporting FUJI SOFT’s plan to enhance its corporate value, under a new and simpler ownership by KKR following the privatization, by leveraging our global network and expertise and to help FUJI SOFT achieve its next stage of transformation. As one of Japan’s leading system integrators, FUJI SOFT plays an important role in enabling Japanese businesses to deliver better solutions and experiences for their customers in this new age of digitalization, cloud computing and AI.”
The Tender Offer will be financed predominantly from KKR Asian Fund IV.
***
This press release should be read in conjunction with the release issued by the Offeror today titled “Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.”
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.
For more information, please contact:
KKR Asia Pacific
Wei Jun Ong
+65 6922 5813
WeiJun.Ong@kkr.com
February 20, 2025
| To whom it may concern: |
Company Name: |
FUJI SOFT INCORPORATED |
| Representative: |
Satoyasu Sakashita, President &
Representative Director
(Code Number: 9749; TSE Prime Market) |
| Contact: |
Shinsuke Konishi, General Manager,
Corporate Finance Department
(TEL: 045-650-8811) |
| Company Name: |
FK Co., Ltd. |
| Representative: |
Michael Longo, Representative Director |
Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.
FK Co., Ltd. announces that, as of today, it has published the attached “Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.”
End
This press release is published by FK Co., Ltd. (Tender Offeror) in accordance with Article 30, paragraph (1), item (iv) of the Order for Enforcement of the Financial Instruments and Exchange Act based on a request made by FUJI SOFT INCORPORATED (the Target Company in the Tender Offer).
(Attachment)
“Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749 by FK Co., Ltd.” dated February 20, 2025February 20, 2025
| To whom it may concern: |
Company Name: |
FK Co., Ltd. |
| Representative: |
Michael Longo, Representative Director |
Notice Regarding the Results of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Securities Code: 9749) by FK Co., Ltd.
FK Co., Ltd. (“Tender Offeror”) has conducted a tender offer (“Tender Offer”) from November 20, 2024 for the common shares (“Target Company Shares”) and share options of FUJI SOFT INCORPORATED (Securities Code: 9749; Prime Market of the Tokyo Stock Exchange, Inc. (“TSE”), “Target Company”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; “Act”). The Tender Offeror hereby announces that the Tender Offer was completed on February 19, 2025, and combined with the Target Company Shares and share options acquired through the tender offer for the Target Company Shares and share options conducted by the Tender Offeror, with a tender offer period from September 6, 2024 until November 5, 2024, 36,511,681 Target Company Shares and share options (for share options, the number converted into shares) will be acquired (Ownership Ratio (*): 57.92%) as described below.
(*1) The percentage (figures are rounded to the nearest two decimal places) of the number of shares (63,057,570 shares) (“Total Number of Shares after Taking into Account the Potential Shares of the Target Company”) obtained by adding (ⅰ) the total number of outstanding shares of the Target Company as of December 31, 2024 (67,400,000 shares), as stated in the Consolidated Financial Results of the Target Company for the Fiscal Year Ending December 31, 2024 (Under Japanese GAAP) submitted by the Target Company on February 13, 2025 (“Target Company Financial Results”), to (ii) the number of shares (217,800 shares) subject to the Fifth Series Share Options (1,089 options) remaining as of October 15, 2024 reported by the Target Company, and whose exercise period expired as of November 20, 2024, less the number of shares (202,600 shares) subject to the Fifth Series Share Options (1,013 options) owned by the Tender Offeror as November 20, 2024 (equal to 15,200 shares), such sum of item (i) and (ii) being 67,415,200 shares, and subtracting (ⅲ) the number of treasury shares owned by the Target Company as of December 31, 2024 (4,377,630 shares) (Note 2).
(*2) According to the Target Company, the 4,379,229 treasury shares as of December 31, 2024 stated in the Target Company Financial Results include 1,599 shares, which is equivalent to 40% (the Target Company’s voting rights in Nihon Business Soft Incorporation) of the 3,998 Target Company Shares (Ownership Ratio: 0.01%) held by Nihon Business Soft Incorporation, an equity-method affiliate of the Target Company, and the number of treasury shares held by the Target Company as of December 31, 2024 is 4,377,630 shares (4,379,229 shares less 1,599 shares).
1. Outline of Purchase
(1) Name and Location of the Tender Offeror
Name: FK Co., Ltd.
Location: 11F, Meiji Yasuda Seimei Building, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo
(2) Name of the Target Company
FUJI SOFT INCORPORATED
(3) Type of Shares Subject to Purchase
(1) Common shares
(2) Share options
(A) The fifth series of share options, issued based on a resolution by the Target Company’s board of directors at a meeting held on March 29, 2022 (“Fifth Series Share Options”) (the exercise period for which is from April 1, 2024 to March 29, 2027).
(B) The sixth series of share options, issued based on a resolution by the Target Company’s board of directors at a meeting held on March 28, 2023 (“Sixth Series Share Options”) (the exercise period for which is from April 1, 2025 to March 28, 2028).
(C) The seventh series of share options, issued based on a resolution by the Target Company’s board of directors at a meeting held on March 26, 2024 (“Seventh Series Share Options,” and, together with the Fifth Series Share Options and the Sixth Series Share Options, collectively, “Share Options”) (the exercise period for which is from March 27, 2026 to March 24, 2034).
(4) Number of Shares to be Purchased
| Type of Shares |
Number of Shares to be Purchased |
Minimum Number of Shares to be Purchased |
Maximum Number of Shares to be Purchased |
| Common Shares |
41,650,969 (shares) |
12,133,398 (shares) |
– (shares) |
| Total |
41,650,969 (shares) |
12,133,398 (shares) |
– (shares) |
(Note 1) If the total number of Shares tendered in the Tender Offer (“Tendered Shares”) (including the number of shares subject to the Share Options tendered in the Tender Offer; the same shall apply hereinafter) is less than the minimum number of shares to be purchased (12,133,398 shares), the Tender Offeror will not purchase any of the Tendered Shares. If the total number of Tendered Shares is equal to or exceeds the minimum number of shares to be purchased (12,133,398 shares), the Tender Offeror will purchase all of the Tendered Shares.
(Note 2) Shares of less than one unit and cross-held shares (meaning the Target Company Shares held by Nihon Business Soft Incorporation; the same shall apply hereinafter) are also subject to the Tender Offer. If a shareholder exercises its right to demand the purchase of shares of less than one unit in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may buy back its own shares during the purchase period for the Tender Offer (“Tender Offer Period”) in accordance with the procedures required by laws and regulations.
(Note 3) There are no plans for the treasury shares owned by the Target Company to be acquired through the Tender Offer.
(Note 4) Share Options may be exercised until the last day of the Tender Offer Period, and shares of the Target Company to be issued or transferred upon such exercise are also subject to the Tender Offer.
(Note 5) As the maximum number of shares to be purchased in the Tender Offer has not been set, the maximum number of Target Company Shares to be purchased by the Tender Offeror in the Tender Offer (41,650,969 shares) is indicated as the number of shares to be purchased. This maximum number is calculated from (i) the total number of shares issued by the Target Company as of September 30, 2024 as stated in the Consolidated Financial Results for the Third Quarter of the Fiscal Year Ended December 31, 2024 (Under Japanese GAAP) (“Consolidated Financial Results for the Third Quarter of the Target Company”) submitted by the Target Company on November 7, 2024 (67,400,000 shares), (ii) adding the number of Target Company Shares subject to the Share Options (769,800 shares) remaining as of October 15, 2024 as reported by the Target Company (such sum of item (i) and (ii) being 68,169,800 shares), and subtracting (iii) the number of treasury shares held by the Target Company as of September 30, 2024 (4,386,929 shares) (Note 6) and the number of Target Company Securities held by the Tender Offeror as of November 20, 2024 (22,131,902 shares) (equal to 41,650,969 shares).
(Note 6) According to the Target Company, the 4,388,528 treasury shares as of September 30, 2024 stated in the Consolidated Financial Results for the Third Quarter of the Target Company include 1,599 shares, which is equivalent to 40% (the Target Company’s voting rights in Nihon Business Soft Incorporation) of the 3,998 Target Company Shares (Ownership Ratio: 0.01%) held by Nihon Business Soft Incorporation, an equity-method affiliate of the Target Company, and the number of treasury shares held by the Target Company as of September 30, 2024 is 4,386,929 shares (4,388,528 shares less 1,599 shares).
(5) Purchase Period
(1) Purchase Period
From Wednesday, November 20, 2024 to Wednesday, February 19, 2025 (59 Business Days)
(2) Possibility of Extension Based on Request from Target Company
Not applicable.
(6) Purchase Price
(1) 9,850 yen per common share
(2) Share Options
(A) 1,277,000 yen per Fifth Series Share Option
(B) 1,139,600 yen per Sixth Series Share Option
(C) 333,100 yen per Seventh Series Share Option
2. Results of the Tender Offer
(1) Whether the Tender Offer has been Successfully Completed
The Tender Offer included the condition that if the total number of Tendered Shares did not reach the minimum number of shares to be purchased (12,133,398 shares), none of the Tendered Shares would be purchased. However, as the total number of Tendered Shares (14,379,779 shares) exceeds the minimum number of shares to be purchased (12,133,398 shares), as described in the Public Notice for Commencement of Tender Offer (including the subsequentPublic Notice of Changes to Terms of Purchase; the same shall apply hereinafter) and the Tender Offer Registration Statement (including the matters amended in the amendment statements to the Tender Offer Registration Statement that were subsequently submitted; the same shall apply hereinafter), all of the Tendered Shares will be purchased.
(2) Date of Public Notice of Tender Offer Results and Name of Newspaper in which Public Notice Thereof is Given Pursuant to Article 27-13, Paragraph 1 of the Act, the results of the Tender Offer were announced to the news media at the TSE on February 20, 2025, in the manner stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).
(3) Number of Shares Purchased
| Type of Shares |
Number of Tenders Converted Into Shares |
Number of Purchases Converted Into Shares |
| Shares |
14,339,979 (shares) |
td 14,339,979 (shares) |
| Share Option Certificates |
39,800 |
39,800 |
| Corporate Bonds with Share Options |
― |
― |
| Beneficiary Securities of Share Certificates in Trust ( ) |
― |
― |
| Depository Receipts for Securities ( ) |
― |
― |
| Total |
14,379,779 |
14,379,779 |
| Total Number of Potential Shares |
39,800 |
(39,800) |
(4) Change in Ownership Ratio of Shares through the Purchase
| Number of voting rights represented by Shares owned by the Tender Offeror before the purchase |
214,133 |
(Ownership Ratio of the Shares before the purchase 33.57%) |
| Number of voting rights represented by Shares owned by specially related persons of the Tender Offeror before the purchase |
– |
(Ownership Ratio of the Shares before the purchase -%) |
| Number of voting rights represented by Shares owned by the Tender Offeror after the purchase |
337,532 |
(Ownership Ratio of the Shares after the purchase 56.05%) |
| Number of voting rights represented by Shares owned by specially related persons of the Tender Offeror after the purchase |
– |
(Ownership Ratio of the Shares after the purchase -%) |
| Number of voting rights of all shareholders of the Target Company |
629,211 |
|
(Note 1) “Number of voting rights of all shareholders of the Target Company” is the number of voting rights of all shareholders as of June 30, 2024, as stated in the 55th Semiannual Report submitted by the Target Company on August 9, 2024. However, since shares of less than one unit, cross-held shares, and the Target Company Shares to be issued or transferred upon the exercise of the Share Options are also subject to the Tender Offer, in the calculation of “Ownership Ratio of the Shares before the purchase” and “Ownership Ratio of the Shares after the purchase”, the denominator is the number of voting rights (637,921) represented by the number of shares which is calculated from (i) the total number of shares issued by the Target Company as of December 31, 2024 as stated in the Target Company Financial Results (67,400,000 shares), adding (ii) the number of Target Company Shares subject to the Share Options remaining as of October 15, 2024 as reported by the Target Company (769,800 shares) (such sum of item (i) and (ii) being 68,169,800 shares), and subtracting (iii) the number of treasury shares held by the Target Company as of December 31, 2024 (4,377,630 shares) (equal to 63,792,170 shares).
(Note 2) “Ownership Ratio of the Shares before the purchase” and “Ownership Ratio of the Shares after the purchase” has been rounded off to two decimal places.
(5) Calculation in Cases of Conducting the Purchase by Pro-Rata Method
Not applicable.
(6) Settlement Method
(1) Name and Location of Head Office of the Financial Instruments Business Operator or Bank etc. Responsible for Settlement
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
1-9-2, Otemachi, Chiyoda-ku, Tokyo
Mitsubishi UFJ eSmart Securities Co., Ltd. (sub-agent)
3-2-5, Kasumigaseki, Chiyoda-ku, Tokyo
(2) Settlement Commencement Date
February 27, 2025 (Thursday)
(3) Settlement Method
Promptly following the expiration of the Tender Offer Period, notifications of the purchases in the Tender Offer will be mailed to the addresses or locations of the those applying to sell in response to the offer to purchase the Shares in the Tender Offer (“Tendering Shareholders”) (or their standing proxies, for shareholders of foreign countries (including corporate shareholders; “Foreign Shareholders”)). Issuance of notifications by the sub-agent will be delivered by electromagnetic means through the screen after login.
Purchases will be made in cash. At the instruction of the Tendering Shareholders (or their standing proxies for Foreign Shareholders) and promptly after the date of commencement of settlement, the proceeds of sales of Shares that were purchased in the Tender Offer will be remitted by the tender offer agent or sub-agent to the place designated by the Tendering Shareholders (or their standing proxies, for Foreign Shareholders), or paid into the accounts of the Tendering Shareholders whose applications for tender were accepted by the tender offer agent or sub-agent.
3. Policies after the Tender Offer and Future Prospects There will be no changes to the policies after the Tender Offer from those stated in the Public Notice for Commencement of Tender Offer and the Tender Offer Registration Statement regarding the Tender Offer.
4. Place where a Copy of the Tender Offer Report is to be Made Available for Public Inspection
FK Co., Ltd.
11F, Meiji Yasuda Seimei Building, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo
Tokyo Stock Exchange, Inc.
2-1 Nihombashi Kabutuocho, Chuo-ku, Tokyo
