IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<ul>
<li>Nikkei reports that Bain will launch a competing tender offer for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> around JPY9,200-9,300 per share, around 5% higher than KKR's offer. </li>
<li>The Board responded that Bain submitted a non-binding proposal on 26 July. The special committee will consider its feasibility if a binding proposal is submitted. </li>
<li>KKR has three options to respond to a higher Bain offer: revise it, launch a hostile offer at unchanged terms, or walk away. The first option is the most likely.</li>
</ul>


Nikkei reports that Bain will launch a competing tender offer for Fuji Soft Inc (9749 JP) around JPY9,200-9,300 per share, around 5% higher than KKR's offer. 
The Board responded that Bain submitted a non-binding proposal on 26 July. The special committee will consider its feasibility if a binding proposal is submitted. 
KKR has three options to respond to a higher Bain offer: revise it, launch a hostile offer at unchanged terms, or walk away. The first option is the most likely.


Fuji Soft (9749 JP): Bain’s Rumoured Counteroffer

<ul>
<li>Following media reports, <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> announced a pre-conditional tender offer from KKR at JPY8,800 per share, a 1.0% discount to the last close price of JPY8,890 (8 August).</li>
<li>The pre-condition is approvals under competition laws of Japan, Vietnam and possibly Belgium. The offer is anticipated to commence in mid-September.</li>
<li>The offer is a knockout bid and the culmination of an auction process. The board's recommendation and the irrevocables from activist shareholders ensure this deal is done.</li>
</ul>


Following media reports, Fuji Soft Inc (9749 JP) announced a pre-conditional tender offer from KKR at JPY8,800 per share, a 1.0% discount to the last close price of JPY8,890 (8 August).
The pre-condition is approvals under competition laws of Japan, Vietnam and possibly Belgium. The offer is anticipated to commence in mid-September.
The offer is a knockout bid and the culmination of an auction process. The board's recommendation and the irrevocables from activist shareholders ensure this deal is done.


Fuji Soft (9749 JP): KKR Pre-Conditional Tender Offer at JPY8,800

<ul>
<li>Nikkei and Bloomberg report that <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.</li>
<li>The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.</li>
<li>The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.</li>
</ul>


Nikkei and Bloomberg report that Fuji Soft Inc (9749 JP) will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.
The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.
The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.


Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>A variety of articles of recent from private media sources have suggested that <a href="https://www.smartkarma.com/entities/teijin-ltd" target="_blank" data-smartkarma-citation="entities:5097:1" rel="noopener">Teijin Ltd (3401 JP)</a> has its 55% stake in <a href="https://www.smartkarma.com/entities/infocom-corp" target="_blank" data-smartkarma-citation="entities:8412:1" rel="noopener">Infocom Corp (4348 JP)</a> up for auction. </li>
<li>According to earlier articles, binding Second Round bids were due last week. According to an article out late last week, binding bids have been made, with some "around ¥250bn."</li>
<li>What that means for price may depend on what the "around ¥250bn" means. A brief exploration below. </li>
</ul>


A variety of articles of recent from private media sources have suggested that Teijin Ltd (3401 JP) has its 55% stake in Infocom Corp (4348 JP) up for auction. 
According to earlier articles, binding Second Round bids were due last week. According to an article out late last week, binding bids have been made, with some "around ¥250bn."
What that means for price may depend on what the "around ¥250bn" means. A brief exploration below. 


Infocom (4348 JP) - The Meaning of 'Binding Bids' and '¥250bn'

<ul>
<li>After 3D Investment Partners bought a large slug of <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> in early 2022, the company started a review of governance and capital allocation. </li>
<li>The company updated investors in August, and bought in 4 listed subs in November-December 2023. The August update suggested a Q1 2024 decision on use/ownership of real estate.</li>
<li>The Final Report is due in a month. In the meantime, the stock rallied Friday off a news article suggesting the Board was reviewing take-private proposals. Yes, but...</li>
</ul>


After 3D Investment Partners bought a large slug of Fuji Soft Inc (9749 JP) in early 2022, the company started a review of governance and capital allocation. 
The company updated investors in August, and bought in 4 listed subs in November-December 2023. The August update suggested a Q1 2024 decision on use/ownership of real estate.
The Final Report is due in a month. In the meantime, the stock rallied Friday off a news article suggesting the Board was reviewing take-private proposals. Yes, but...


Fuji Soft (9749) - Much Better Governance Process But The Stock Has Run Too Far

Japan

BIPROGY Inc. offers technology services. The Company provides cloud computing and outsourcing, computer and network system sales, software development and sales, system related services, and other services. BIPROGY provides its services throughout Japan.

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BIPROGY (8056 JP)

Fuji Soft (9749 JP): Bain’s Rumoured Counteroffer

Bain is rumoured to launch a counteroffer. KKR has three options to respond to a higher Bain offer: revise it, launch a hostile offer at unchanged...

Arun George

Fuji Soft (9749 JP): KKR Pre-Conditional Tender Offer at JPY8,800

The offer is a knockout bid and the culmination of an auction process. The board's recommendation and the irrevocables from activist shareholders...

Arun George

Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Reports by two reputable media outlets suggest that the privatisation proposal is real. The rumoured offer represents an all-time high and a...

Arun George

Infocom (4348 JP) - The Meaning of 'Binding Bids' and '¥250bn'

Infocom has run 50% in a month since we learned Sony might bid against PE firms to take the co private. If one looks at this as SOTP, it's...

Travis Lundy

Fuji Soft (9749) - Much Better Governance Process But The Stock Has Run Too Far

Fuji Soft rallied 9% Friday after reaching a near-all-time high on Thursday. A Nikkei article hinted the Board was considering PE Firms' take...

Travis Lundy

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