TOKYO, Aug 8 (Reuters) - U.S. private equity firm KKR &

Co ( KKR ) will launch a tender offer for Japan's Fuji Soft

, the companies said on Thursday, in a 558.4 billion yen

($3.8 billion) deal to take the software developer private.

KKR will offer 8,800 yen for shares in Fuji Soft, the

companies said in separate statements. Fuji Soft would be

delisted if the tender offer is successful, it said.

Fuji Soft's shares closed at just above the offer price

at 8,890 yen on Thursday, after the shares surged following a

report by the Nikkei business daily about the buyout.

The deal comes as Fuji Soft's management has been at

odds with some of its major shareholders, including

Singapore-based fund 3D Investment Partners.

In March 3D, Fuji Soft's top shareholder with a stake of

some 21%, proposed that the company appoint an outside auditor

to ensure it fairly review multiple takeover proposals it had

received from global private equity firms.

($1 = 145.7900 yen)