TOKYO, Feb 20 (Reuters) - Japan's Fuji Soft
said on Thursday that KKR now owns nearly 58% of the
company after the second stage of a tender offer, ending a
fierce battle with rival Bain Capital to take the software
developer private.
The two private equity powerhouses had engaged in a
protracted bidding war for Fuji Soft. KKR's two-stage tender
offer values the company at roughly $4.1 billion, according to
Reuters calculations.
The saga also saw a rare hostile takeover attempt from Bain
and KKR threaten legal action against Bain.
Bain said on Monday that it would withdraw its takeover
proposal but it was only on Thursday that it became clear that
KKR had gained a stake of more than 53.2% - the minimum needed
to squeeze out other investors.
KKR said in a separate statement on Thursday that an
extraordinary general meeting on a squeeze-out was scheduled for
late April.
The battle over Fuji Soft, a systems integration company
which also has valuable real estate assets, highlights how Japan
has become a hotbed of dealmaking. Global funds are increasingly
seeking out Japanese investment targets viewed as having 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.
Nevertheless, Fuji Soft's board supported KKR over Bain,
prompting Bain to attempt a hostile bid in December and ramp up
its criticism of the board.
After Bain refused to accede to the board's demand that it
dispose of the confidential information it had compiled in the
due diligence for its bid, KKR asked Fuji Soft to take legal
action against Bain.
Bain did not formally launch a tender offer, saying it was
conditional first on attaining Fuji Soft's support, and later,
after the board came out in opposition to their bid, on KKR's
bid failing.
KKR said the company saw revenue hit a record high of 317.5
billion yen and operating income came in at 22 billion yen in
the fiscal year ended in December. Both were gains of about 6%.