KKR extends the second offer for Fuji Soft by the beginning of February by investment.com
Extension for 10 working days allows shareholders to offer on offer KKR if an alternative offer does not start
Tokyo- (Business Wire) -KKR, a leading global investment company, announced today that in connection with another offer of offer in its two-stage offer (bid) for common shares and capabilities of sharing Fuji Soft Inbardration (Fuji Soft or Company; TSE shares; 9749) via FK CO., Ltd. (Offer or FK CO.), a subject owned by the investment funds managed by KKR, the offer submitted a statement on the amendment of the offer of the registration statement that was submitted on November 20, 2024 (including questions amended in statements on amendments to the statement of the statement of the statement of the statement of registration of the offer submitted on December 19, 2024 and 9 January 2025) (statement on amendments).
The statement of amendments was submitted due to the decision of the bidder to extend the final date of the offer period for the second offer of the offer from January 24, 2025 to 7 February 2025. The price of the offer on a joint share will remain 9,451 yen and the price change is not considered.
Explanation for extension by early February
The expansion of the tender for the competition takes into account the uncertainty that shareholders face about the possibility of an unwanted offer, published by Bain Capital on January 7, 2025 to begin to start at the end of January or early February 2025. After discussing and negotiating with Goal (Nyse 🙂 Company shareholders, including FK Co., Ltd. and preparing documents on publication, and is intended Enable shareholders to offer an offer in the existing and only available offer if the alternative offer of the offer is not launched.
Bain Capital announced in his press release of November 1, 2024. All precedent conditions were met except for the approval of the Board of Directors Fuji Soft, and Bain Capital is ready to launch an offer as soon as Fuji Soft approval is obtained, and in his statement for the public dated December 18, 2024 (December 18) that Bain Capital decided to give up the approval of the target company as a precedent for the start of the offer.
The expansion time line also indicates statements by Bain Capital on December 18, 2024 and 7 January 2025 to intend to launch his unwanted tender offer by the beginning of February, which can be understood that by February 7, 2025, the last full working day in early February (nigatsu joujun). Therefore, if Bain Capital intends to launch its unwanted offer, it is expected that it will be launched at the latest on February 7, 2025.
In his statement from December 11 and 18, 2024, Bain Capital added another offer of FK CO., LTD., withdrawn or unsuccessful as a precedent for his unwanted offer. This condition is unnecessary because multiple offers can be implemented in parallel, and Bain Capital also did not provide any explanation why he could not start his offer while the second offer of FK CO., Ltd. Bain Capital offers.
Additional Bain Capital’s Notes Companionship Agreement
In addition, in his press release on January 7, 2025, Bain Capital stated that he had fulfilled his obligation to destroy the confidential information as requested by Fuji Soft, and that he also requested his advisers, lenders and other parties who discovered confidential information for destruction of such data. It stated that he will continue to implement his offer based on the confidential information allowed to keep him on the basis of his confidentiality agreement with Fuji Soft. It is important to note that the explanation of why some confidential information is permitted in the regular practice of M&A so that unnecessary load is not imposed on information recipients, including cases where retaining reasons for compliance with regulations or where (due to digitization) is not feasible. Accordingly, such detained confidential information is not allowed for use on offer, especially one that is unwanted and non -consensual (Whether this is allowed to continue to be used confidential information even after its destruction, it would not make sense to enter into a confidentiality agreement). Therefore, if Bain Capital continues to use or detect such confidential information, such actions would be a violation of the confidentiality agreement. The bidder believes that Bain Capital remains a violation of his confidentiality agreement and continues to ask the Board of Directors Fuji Soft to take a legal lawsuit, including seeking prohibition against Bain Capital for unauthorized use of confidential data.
Details of a change statement, please see the post offered today by the title (AMANMAN) notice of amendments notified regarding the start of the Fuji S Ltd. After submitting a statement on amendments to the Registration Statement of FK CO., LTD. (Amendment report).
This statement for the public should be read together with the edition of the amendment.
The purpose of this press release is to publicly announce the extension of the offer period for another offer and has not been prepared for the purpose of searching for the sale or purchase offer on offer. When applying for the competition, be sure to read the relevant statement of the offer offer and make your own decision as a shareholder or holder of the shares option. This statement does not represent, or in whole or in part, the petition of the sale or purchase of any value paper, and the existence of this publicity announcement (or any of its part) or its distribution should not be interpreted as the basis for each agreement regarding By offering, nor does it rely on the conclusion of the offer agreement.
The tender offer will be implemented in accordance with the procedures and standards of publishing the information listed in the Japanese law, and these procedures and standards are not always the same as the procedures and standards of information publication in the United States, nor Section 13 (e) or 14 (d) of the US Law on the exchange of securities from 1934 (with amendments; the same will be applied hereby) or the rules from these compartments apply to the offer; and therefore the offer will not be carried out in accordance with these procedures and standards.
If not otherwise stated, all procedures related to the tender offer should be fully conducted in Japanese. All or part of the documentation relating to the tender for the competition will be prepared in English; However, if there is a difference between documents in English and documents in Japanese, documents in Japanese are prevalent.
This statement includes statements that belong to the forward statements as defined in Section 27a of the 1933 Securities Laws, with amendments, and Section 21e Law on Exchange of Securities of 1934. Due to known or unknown risks, insecurity or other factors, the actual results may be significantly different from the prediction of the statements indicated by implicitly or explicitly forward. Neither the tenderer nor any of his branches guarantee that the predictions indicated by statements that are implicitly or explicitly statements in the future will not be achieved. Statements forward in this statement for the public were prepared on the basis of the information offered by the offer from today, and the bidder and his branches are not obliged to change or revise such statements to reflect future events or circumstances, except that laws and regulations require.
The bidder, his financial counselors and an offer agent (and their branches) can buy joint shares and shares of Fuji Soft shares, except for the other offer, or an act focused on such purchases, for their account for their account or for their client’s accounts, in scope Their usual business and in the extent to which this is allowed according to the laws and regulations related to financial instruments, and all other applicable laws and regulations in Japan, in accordance with the requirements of the Rules 14E-5 (b) of the 1934 value exchange Act. Such purchases can be carried out at a market price through market transactions or at the price established by the market outside the market. In case such purchases are published in Japan, such information will also be published on the English website of a person conducting such purchases (or any other public publication method).
O kkr
KKR is a leading global investment company that offers alternative property management, as well as capital markets and insurance solutions. KKR aims to create attractive contributions to the following patient and a disciplined approach to investment, employing world class people and supporting growth in their portfolio companies and communities. KKR sponsoring investment funds that invest in private capital, credit and real property and has strategic partners who manage Hedge funds. KKR insurance branches offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. KKR investments may include the activities of its sponsored funds and insurance branches. For additional information about KKR & CO. Inch. (NYSE: NYSE :), Visit the KKR KRK website at www.kkr.com. For further information on Global Atlantic Financial Group, visit the Global Atlantic Financial Group website at www.globalatlantic.com.
See the original version on Businesswire.com: https://www.businesswire.com/news/home/20250124758131/en/
Contact for more information:
Media contact
KKR Asia Pacific
Wei Jun Og
+65 6922 5813
Weijun.ong@kkr.com
Source: KKR
