(Bloomberg) — Fuji Soft Inc. is standing by KKR & Co.’s tender for its shares despite receiving a higher bid from Bain Capital that’s won the support of the Japanese software developer’s founder.
The Yokohama-based company held a board meeting on Friday and decided to recommend its shareholders accept the first phase of KKR’s tender offer through Monday, the firm said in a statement dated Oct. 18.
Bain last week offered ¥9,450 ($63) a share for the company, compared with KKR’s ¥8,800 proposal, and said it would start its tender bid in late October if Fuji Soft expresses support for the move. Fuji Soft will continue to consider Bain’s “sincere” proposal, and the firm will release opinions on it at the start of the tender offer, according to the statement.
“We are pleased to have Fuji Soft’s continued support for our tender offer, and their recommendation to tender into it,” a KKR spokesperson said Friday evening by email.
Fuji Soft founder Hiroshi Nozawa said he supports Bain’s offer and that its approach aligned with the company’s, according to a letter obtained by Bloomberg. Nozawa said he hoped KKR will tender its shares if it acquires them from major shareholders including 3D Investment Partners Pte and Farallon Capital Management. The two shareholders had agreed to sell their stakes to KKR in a binding pact that ensured KKR at least 32.68% of Fuji Soft.
The special committee advising Fuji Soft on the tender offer said it would be difficult for Bain to achieve its goal of taking the company private, according to the statement. The committee added that there are concerns of not reaching a consensus among major shareholders if Bain were to carry out the tender offer, the release showed.
KKR had split its takeover into two stages, after it moved up the start of its tender to Sept. 5, following a non-binding proposal from Bain.
A weaker yen and regulators’ promotion of shareholder value are fueling M&A activity in Japan. Fuji Soft had earlier said it agreed to a buyout by KKR, even though it had received a higher-priced non-binding offer from Bain, because it judged KKR’s offer was more certain to occur.
Fuji Soft contracts software from Fujitsu Ltd., a supplier of computer systems for some of Japan’s biggest banks such as Mizuho Financial Group Inc. and government agencies. The software company’s been fielding demands from Singapore-based 3D Investment Partners, its largest shareholder according to Bloomberg-compiled data, to consider steps such as taking the company private.
