TOKYO, Oct 12 (Reuters) - U.S. buyout fund Bain Capital

made a binding offer to buy Fuji Soft for 9,450 yen a

share in a deal that values the Japanese software developer at

$4 billion and outbids rival KKR by about 7%.

Bain said in a statement on Friday it planned to launch the

offer towards the end of October provided it can get Fuji Soft's

backing.

Bain and KKR have been engaged in a rare showdown to take

over Fuji Soft, which has been at odds with some of its major

shareholders.

KKR last month brought forward the start of its tender offer

by about a week at the unchanged price of 8,800 yen, and said it

would conduct the tender offer in two stages.

Fuji Soft has since said its board had decided to recommend

shareholders to tender shares to KKR's first tender offer.

Shares in Fuji Soft closed at 9,000 yen on Friday.

($1 = 149.1200 yen)