Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>~4 weeks ago, <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> responded to Bain's Proposal to take over the company but got KKR to bid ¥1 more, then said that covered it.</li>
<li>The Special Committee then asked the FSI Board to halt further negotiations with Bain, and to ask Bain to destroy all confidential documentation. </li>
<li>Bain rejected saying it contravened METI Guidelines on Corporate Takeovers and reappeared 2 days ago with a ¥9,600 bid. The structure/details of Bain's bid was probably a strategy mistake.</li>
</ul>


~4 weeks ago, Fuji Soft Inc (9749 JP) responded to Bain's Proposal to take over the company but got KKR to bid ¥1 more, then said that covered it.
The Special Committee then asked the FSI Board to halt further negotiations with Bain, and to ask Bain to destroy all confidential documentation. 
Bain rejected saying it contravened METI Guidelines on Corporate Takeovers and reappeared 2 days ago with a ¥9,600 bid. The structure/details of Bain's bid was probably a strategy mistake.


Fuji Soft (9749 JP) - Bain Bumps UnBigly, and FSI Responds

David Blennerhassett

<ul>
<li>I tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Five new deals this week: <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a>, <a href="https://www.smartkarma.com/entities/fosun-tourism-group" target="_blank" data-smartkarma-citation="entities:27439:1" rel="noopener">Fosun Tourism (1992 HK)</a>, and <a href="https://www.smartkarma.com/entities/lifestyle-china-group-ltd" target="_blank" data-smartkarma-citation="entities:26090:1" rel="noopener">Lifestyle China (2136 HK)</a>. <a href="https://www.smartkarma.com/entities/vcredit-holdings-ltd" target="_blank" data-smartkarma-citation="entities:27143:1" rel="noopener">VCredit Holdings (2003 HK)</a> and <a href="https://www.smartkarma.com/entities/vesync" target="_blank" data-smartkarma-citation="entities:31067:1" rel="noopener">Vesync (2148 HK)</a> also in the crosshairs. </li>
<li>Key updates/news took place on: <a href="https://www.smartkarma.com/entities/guotai-junan-securities-co-ltd-5dfaf2c5-76d3-4f34-a77d-118787fd7091" target="_blank" data-smartkarma-citation="entities:23752:1" rel="noopener">Guotai Junan Securities (2611 HK)</a>/<a href="https://www.smartkarma.com/entities/haitong-securities-co-ltd-h" target="_blank" data-smartkarma-citation="entities:5665:1" rel="noopener">Haitong Securities Co Ltd (H) (6837 HK)</a>, <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>, <a href="https://www.smartkarma.com/entities/cpmc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:10427:1" rel="noopener">CPMC Holdings (906 HK)</a>, and <a href="https://www.smartkarma.com/entities/dexus" target="_blank" data-smartkarma-citation="entities:403:1" rel="noopener">Dexus Property (DXS AU)</a> 
</li>
</ul>


I tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Five new deals this week: Insignia Financial (IFL AU), Fosun Tourism (1992 HK), and Lifestyle China (2136 HK). VCredit Holdings (2003 HK) and Vesync (2148 HK) also in the crosshairs. 
Key updates/news took place on: Guotai Junan Securities (2611 HK)/Haitong Securities Co Ltd (H) (6837 HK), Fuji Soft Inc (9749 JP), CPMC Holdings (906 HK), and Dexus Property (DXS AU) 



(Mostly) Asia-Pac M&A: Insignia, Fosun Tourism, GJS/Haitong, Fuji Soft, Dexus Property

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.

<ul>
<li>The battle for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" rel="noopener">Fuji Soft Inc. (9749 JP)</a> took an unexpected turn. Bain <a href="https://www.baincapital.co.jp/sites/default/files/2024-12/BCP_9749_11122024-jp1.pdf" target="_blank" rel="noopener">revised its offer</a> to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. </li>
<li>Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.</li>
<li>The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. </li>
</ul>


The battle for Fuji Soft Inc. (9749 JP) took an unexpected turn. Bain revised its offer to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. 
Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.
The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. 


Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

<ul>
<li>On Friday 15 November, KKR <a href="https://media.kkr.com/news-details/?news_id=26de0602-31f5-4d37-9fd2-719e850dbe91&amp;type=1" target="_blank" rel="noopener">announced</a> it would launch KKR Tender2 to buy the rest of FujiSoft not purchased in KKR Tender1. Their new price is ¥1 higher than Bain's.</li>
<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> announced (J) it <a href="https://www.fsi.co.jp/company/news/2024/20241115_1.pdf" target="_blank" rel="noopener">supported the KKR2 Tender</a> and rejected the Bain TOB Proposal. KKR1 shareholders are "made whole" at ¥9,451/share. Minimum is 53.22%.</li>
<li>The document, however, is a Governance Disaster - an absolute shambles, effectively gaslighting investors at every turn. And now investors can see it was problematic from the start.</li>
</ul>


On Friday 15 November, KKR announced it would launch KKR Tender2 to buy the rest of FujiSoft not purchased in KKR Tender1. Their new price is ¥1 higher than Bain's.

Fuji Soft Inc (9749 JP) announced (J) it supported the KKR2 Tender and rejected the Bain TOB Proposal. KKR1 shareholders are "made whole" at ¥9,451/share. Minimum is 53.22%.
The document, however, is a Governance Disaster - an absolute shambles, effectively gaslighting investors at every turn. And now investors can see it was problematic from the start.


Fuji Soft (9749): KKR To Launch at ¥9,451, Fuji Soft REJECTS Bain's Bid - Governance in Shambles

<ul>
<li>
<a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1" rel="noopener">KKR &amp; Co (KKR US)</a> has secured the <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> Board's unanimous support by bumping its second tender offer to JPY9,451, a JPY1 premium to Bain’s JPY9,450 offer. </li>
<li>The Board is claiming a "fiduciary duty" win as it has secured a higher offer from KKR but paradoxically signalling that it will not negotiate a bump from Bain.  </li>
<li>Bain will likely walk rather than try to win the Board’s support by revising terms. At the last close, the gross spread to KKR’s offer is 3.7%.</li>
</ul>



KKR &amp; Co (KKR US) has secured the Fuji Soft Inc (9749 JP) Board's unanimous support by bumping its second tender offer to JPY9,451, a JPY1 premium to Bain’s JPY9,450 offer. 
The Board is claiming a "fiduciary duty" win as it has secured a higher offer from KKR but paradoxically signalling that it will not negotiate a bump from Bain.  
Bain will likely walk rather than try to win the Board’s support by revising terms. At the last close, the gross spread to KKR’s offer is 3.7%.


Fuji Soft (9749 JP): KKR Bumps to JPY9,451 as Bain Left High and Dry

Japan

FUJI SOFT INCORPORATED is an independent software developer, specializing in communications and machine control software, business application software for bank and insurance companies, and operating system software.  Fuji Soft also installs, manages, and maintains computer systems.  The Company develops and sells word processing packaged software and also provides internet service.

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Fuji Soft Inc (9749 JP)

Fuji Soft (9749 JP) - Bain Bumps UnBigly, and FSI Responds

Fuji Soft came back today with a REJECTION of the Bain bid at ¥9,600. Their reason? 1.58% bump for 3+mos was not enough from the perspective of...

Travis Lundy

(Mostly) Asia-Pac M&A: Insignia, Fosun Tourism, GJS/Haitong, Fuji Soft, Dexus Property

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

Despite repeated stonewalling, Bain returns with a revised offer. The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. KKR...

Arun George

Fuji Soft (9749): KKR To Launch at ¥9,451, Fuji Soft REJECTS Bain's Bid - Governance in Shambles

Fuji Soft announced Friday that it had accepted KKR's new bid at ¥9,451. They didn't ask Bain. Then they rejected Bain's bid as being "coercive"...

Travis Lundy

Fuji Soft (9749 JP): KKR Bumps to JPY9,451 as Bain Left High and Dry

A higher offer from KKR lets the Board claim a "fiduciary duty" win. Bain will likely walk rather than try to win the Board’s support by revising...

Arun George

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