KKR Announces Tender Offer to Acquire FUJI SOFT

Business Wire 8-Aug-2024 4:36 AM

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.

This press release should be read in conjunction with 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.".

The purpose of this press release is to publicly announce 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 the Company, 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.

¹ Figures represent the unaffected FUJI SOFT share price based on the closing share price on October 2, 2023, the last full trading day immediately prior to the speculative publication of media reports regarding the start of the bidding process for a potential tender offer.

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