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KKR has offered 8,800 yen per share in 2-stage tender

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Bain has offered 9,450 yen per share

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Fuji Soft says Bain offer still under consideration

(Updates with company statement, background)

TOKYO, Oct 18 (Reuters) - The board of Japan's Fuji Soft

will continue to support the first stage of a 558.4

billion yen ($3.72 billion) buyout offer from KKR, it

said on Friday, despite having received a higher counter-offer

from Bain Capital.

The IT company backed an 8,800 yen per share offer from KKR

in August, but last month Bain made a rival proposal of 9,450

yen per share.

KKR then switched to a two-stage process that would allow

shareholders to take part in an initial tender or a later one -

both at 8,800 yen per share.

Major Fuji Soft shareholders 3D Investment Partners and

Farallon Capital, together owning a 32.7% stake, have agreed to

take part in the initial tender, which runs until Oct. 21.

Last week, Bain said its offer was binding, contingent upon

gaining Fuji Soft's approval.

Fuji Soft said on Friday that Bain's offer was still under

consideration, and that it would decide its opinion on any Bain

tender offer - as well as the second stage of KKR's offer - at

the start of each.

A KKR spokesperson said its deal "represents the best future

for the company given the certainty of our ability to complete

the privatization and our history of creating value for Japanese

businesses."

A spokesperson for Bain, which like KKR has been active in

Japan for years, was not immediately available for comment.

Fuji Soft's founder, Hiroshi Nozawa, on Thursday came out in

favour of Bain's bid. Nozawa and his family together hold 18.5%

of Fuji Soft's shares.

($1 = 150.0600 yen)