IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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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

<ul>
<li>
<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> has disclosed that in response to a request from 3D Investment Partners, it has received non-binding privatisation proposals from several private equity funds. </li>
<li>A privatisation proposal would facilitate the exit of 3D, the largest shareholder representing 21.45% of outstanding shares, which has waged an activist campaign since 2022. </li>
<li>A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board seems to prefer its corporate value enhancement measures.</li>
</ul>



Fuji Soft Inc (9749 JP) has disclosed that in response to a request from 3D Investment Partners, it has received non-binding privatisation proposals from several private equity funds. 
A privatisation proposal would facilitate the exit of 3D, the largest shareholder representing 21.45% of outstanding shares, which has waged an activist campaign since 2022. 
A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board seems to prefer its corporate value enhancement measures.


Fuji Soft (9749 JP): A Potential Privatisation Faces Challenges

<ul>
<li>
<a href="https://www.smartkarma.com/entities/system-information-co-ltd" target="_blank" data-smartkarma-citation="entities:19470:1" rel="noopener">System Information (3677 JP)</a> has recommended Bain’s tender offer of JPY930 per share, a 21.9% premium to the undisturbed price (27 September).</li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 50.69% ownership ratio.</li>
<li>Irrevocables to accept the offer represent a 19.69% ownership ratio. The minimum acceptance condition (lower limit) requires a 37.0% minority acceptance rate. The tender offer is reasonable.</li>
</ul>



System Information (3677 JP) has recommended Bain’s tender offer of JPY930 per share, a 21.9% premium to the undisturbed price (27 September).
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 50.69% ownership ratio.
Irrevocables to accept the offer represent a 19.69% ownership ratio. The minimum acceptance condition (lower limit) requires a 37.0% minority acceptance rate. The tender offer is reasonable.


System Information (3677 JP): Bain Backed MBO’s JPY930 Tender Offer

Japan

DTS CORPORATION provides system, operation, and network engineering services for financial and communication-related companies.  The Company also provides product services and support services including system development, maintenance, and management.

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DTS Corp (9682 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

Fuji Soft (9749 JP): A Potential Privatisation Faces Challenges

A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board prefers its corporate value...

Arun George

System Information (3677 JP): Bain Backed MBO’s JPY930 Tender Offer

Irrevocables to accept represent a 19.69% ownership ratio. The minimum acceptance condition (lower limit) requires a 37.0% minority acceptance...

Arun George

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