Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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

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>
<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

<ul>
<li>Bain had aimed to start its Tender Offer in late October. They made their pitch before and their legally-binding proposal on 11 October. They are still waiting for FujiSoft's approval.</li>
<li>For that, Bain yesterday updated everyone, saying they were ready to go when Fuji Soft gives their approval. Now they aim to start in early November. </li>
<li>WHY Fuji Soft has not yet approved is an obvious question. They may be waiting for KKR's First Tender to close, thinking Bain's tender competes with KKR's proposed Second Tender.</li>
</ul>


Bain had aimed to start its Tender Offer in late October. They made their pitch before and their legally-binding proposal on 11 October. They are still waiting for FujiSoft's approval.
For that, Bain yesterday updated everyone, saying they were ready to go when Fuji Soft gives their approval. Now they aim to start in early November. 
WHY Fuji Soft has not yet approved is an obvious question. They may be waiting for KKR's First Tender to close, thinking Bain's tender competes with KKR's proposed Second Tender.


Bain Waiting Patiently for Fuji Soft (9749) To Make Up Its Mind

<ul>
<li>A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.</li>
<li>ECM developments: <a href="https://www.smartkarma.com/entities/bundl-technologies-private-limited-swiggy" target="_blank" data-smartkarma-citation="entities:35630:1" rel="noopener">Swiggy (1255298D IN)</a> aims to raise up to US$1.4 billion through an IPO at a price range of Rs371-390.</li>
<li>Event-Driven developments: <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/elematec-corp" target="_blank" data-smartkarma-citation="entities:2866:1" rel="noopener">Elematec Corp (2715 JP)</a>, <a href="https://www.smartkarma.com/entities/nec-networks-system-integr" target="_blank" data-smartkarma-citation="entities:16396:1" rel="noopener">Nec Networks &amp; System Integr (1973 JP)</a>, <a href="https://www.smartkarma.com/entities/capitol-health-ltd" target="_blank" data-smartkarma-citation="entities:14504:1" rel="noopener">Capitol Health (CAJ AU)</a>, <a href="https://www.smartkarma.com/entities/beijing-capital-grand-ltd" target="_blank" data-smartkarma-citation="entities:18241:1" rel="noopener">Beijing Capital Grand (1329 HK)</a>.  </li>
</ul>


A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments: Swiggy (1255298D IN) aims to raise up to US$1.4 billion through an IPO at a price range of Rs371-390.
Event-Driven developments: Fuji Soft Inc (9749 JP), Elematec Corp (2715 JP), Nec Networks &amp; System Integr (1973 JP), Capitol Health (CAJ AU), Beijing Capital Grand (1329 HK).  


Weekly Deals Digest (03 Nov) - Fuji Soft, Elematec, NEC Networks, Capitol, Capital Grand, Swiggy

<ul>
<li>Bain has <a href="https://www.baincapital.co.jp/sites/default/files/2024-10/BC_PR_29102024.pdf" target="_blank" rel="noopener">updated</a> its <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> tender documents, which mostly outline previously disclosed information. The update could be a prerequisite for Board recommendation. </li>
<li>Bain’s refusal to waive the precondition pushes the Board to recommend both offers. KKR seems uninterested in negotiations or bumping its offer but will have to concede on one.</li>
<li>The final bid is likely Bain's offer, regardless of whether Bain walks (KKR needs to bump as significant volume has traded above its terms) or launches (KKR partners with Bain).</li>
</ul>


Bain has updated its Fuji Soft Inc (9749 JP) tender documents, which mostly outline previously disclosed information. The update could be a prerequisite for Board recommendation. 
Bain’s refusal to waive the precondition pushes the Board to recommend both offers. KKR seems uninterested in negotiations or bumping its offer but will have to concede on one.
The final bid is likely Bain's offer, regardless of whether Bain walks (KKR needs to bump as significant volume has traded above its terms) or launches (KKR partners with Bain).


Fuji Soft (9749 JP): Bain Updates as the End Game Draws Closer

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): 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

Bain Waiting Patiently for Fuji Soft (9749) To Make Up Its Mind

Bain updates the market, says it is ready to go when Fuji Soft gives its approval. There is a clear request to Fuji Soft to get this done sooner,...

Travis Lundy

Weekly Deals Digest (03 Nov) - Fuji Soft, Elematec, NEC Networks, Capitol, Capital Grand, Swiggy

Last week, notable developments occurred in Event-Driven (Fuji Soft, Elematec, NEC Networks & System, Capitol, Beijing Capital Grand ) and ECM...

Arun George

Fuji Soft (9749 JP): Bain Updates as the End Game Draws Closer

The final bid is likely Bain's offer, regardless of whether Bain walks (KKR needs to bump as significant volume has traded above its terms) or...

Arun George

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