KKR Announces Tender Offer to Acquire FUJI SOFT

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TOKYO, August 08, 2024--(BUSINESS WIRE)--KKR, a leading global investment firm, today announced that FK Co., Ltd. (the "Offeror"), an entity owned by investment funds managed by KKR, intends to make a tender offer to acquire all the outstanding shares of FUJI SOFT INCORPORATED ("FUJI SOFT" or the "Company"; TSE stock code 9749).

FUJI SOFT is a leading system integrator in Japan with a focus on embedded, control and operational software and systems. The Company serves clients across various industries based on advanced technologies built on decades of experience with a team of over 10,000 system engineers. Under the Company’s five-year "Mid-Term Business Plan 2028," FUJI SOFT’s vision is to become a leading provider of system, software, and service both in information technology ("IT") and operational technology fields. The Company’s five-year plan also outlines its strategy to improve the profitability of its existing businesses, strengthen group synergies, and capture new growth opportunities.

The proposed tender offer price of JPY 8,800 per share has been determined based on negotiations between KKR and FUJI SOFT. The transaction will be financed predominantly from KKR’s Asian Fund IV.

The proposed tender offer price represents1:

  • A 110.3% premium over the simple average closing price of FUJI SOFT’s stock for the 12 months up to October 2, 2023.

  • A 97.8% premium over the simple average closing price of FUJI SOFT’s stock for the 6 months up to October 2, 2023.

The Offeror expects to commence the tender offer in the second half of 2024, subject to regulatory approvals. For details regarding the conditions for the commencement of the tender offer, please refer to the full text of the filing notice issued today titled, "Notice Regarding the Planned Commencement of Tender Offer for the Shares of FUJI SOFT INCORPORATED (Code: 9749) by FK Co., Ltd."

Hiro Hirano, Deputy Executive Chairman of KKR Asia Pacific and CEO of KKR Japan, said, "As Japan's IT services industry enters a transformative period of digitalization marked by the expanded use of cloud, IoT, and generative AI, we are pleased to have the opportunity to invest in a market leader in FUJI SOFT. We look forward to leveraging KKR’s global platform and industry expertise in the IT services sector to accelerate FUJI SOFT’s long-term growth and to unlock greater value for Japanese businesses and their customers."

Japan continues to be an important market for KKR in the Asia Pacific region and globally. Since entering the Japanese market in 2006, KKR has deployed more than $8 billion in Japan across asset classes and strategies, and currently manages $18 billion in assets under management in the country. In Japan, KKR’s investments into the digital space include: Yayoi, a leading cloud accounting software provider; DataX (fka from scratch), an integrated data-driven marketing SaaS platform in Japan; Netstars, a QR code multi-payment gateway provider; and SmartHR, a human resources Software-as-a-Service provider. Other investments in Japan include LOGISTEED (fka Hitachi Transport System), a leading third-party logistics business; Seiyu, a nationwide supermarket chain; KOKUSAI ELECTRIC (fka Hitachi Kokusai Electric), a leading semiconductor producing equipment company; PHC Holdings (fka Panasonic Healthcare), a leading manufacturer of medical devices; Koki Holdings (fka Hitachi Koki), a power tool manufacturer; and Marelli (fka CALSONIC KANSEI), a global Tier 1 supplier of automotive components.