TOKYO, Feb 20 (Reuters) - U.S. private equity firm KKR
has secured a 57.92% stake in Fuji Soft after
the second stage of its tender offer bid, ending a fierce battle
with rival Bain Capital to take the Japanese software developer
private.
Both KKR and Bain had upped their bids multiple times, with
KKR ultimately prevailing with its offer from earlier in
February of 9,850 yen per share.
Bain had said on Monday that it would withdraw its takeover
proposal.
Fuji Soft's announcement on Thursday concludes a protracted
and hard-fought battle between the two private equity
powerhouses that spanned a bidding war, a rare hostile bid from
Bain, and KKR's threat of legal action against Bain.
The saga is emblematic of Japan's hot deal-making market as
global funds increasingly seek out investment targets seen to
have poor corporate governance or underutilised assets that
could be reformed to increase shareholder value.
KKR first launched its bid in August last year but Bain
countered higher in October and had the backing of Fuji Soft's
founder, Hiroshi Nozawa, who criticised the privatisation
process and said Bain's higher bid was in the best interest of
shareholders.
Nevertheless, Fuji Soft's board supported KKR over Bain,
prompting Bain to make a hostile bid in December and ramp up its
criticism of the board, citing "strong concerns and distrust"
over its handling of the privatisation process.
After Bain refused the board's demand it dispose of the
confidential information it had compiled in the due diligence
for its bid, KKR requested Fuji Soft take legal action against
Bain.
Fuji Soft had been subject to an activist investor campaign
from Singapore-based 3D Investment Partners to dispose of its
real estate assets and conduct share buybacks.
3D also began soliciting take-private proposals from private
equity funds in 2023 and called on Fuji Soft to appoint its
candidate as an external auditor to oversee the privatisation
proposal review process.