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>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 has recommended KKR’s first tender offer (JPY8,800). The Board will announce its view on the second tender offer on launch. </li>
<li>The Board sounded out Bain’s progress on a binding proposal and 3D and Farallon's on their irrevocable. The absence of a Bain binding proposal immensely helped the Board’s decision.</li>
<li>Bain has likely left it too late. With a higher offer, Bain could force a recommendation change and hope KKR is shamed into cancelling 3D and Farallon's irrevocable. </li>
</ul>


The Fuji Soft Inc (9749 JP) Board has recommended KKR’s first tender offer (JPY8,800). The Board will announce its view on the second tender offer on launch. 
The Board sounded out Bain’s progress on a binding proposal and 3D and Farallon's on their irrevocable. The absence of a Bain binding proposal immensely helped the Board’s decision.
Bain has likely left it too late. With a higher offer, Bain could force a recommendation change and hope KKR is shamed into cancelling 3D and Farallon's irrevocable. 


Fuji Soft (9749 JP): KKR on the Home Stretch as Bain Dithers

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>On 8 August, KKR and <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 Tender Offer for the company. It was, at the time, an intention to do so. KKR needed approvals.</li>
<li>Fuji Soft had KKR terms, and timing, and approved them. KKR then changed the terms and timing. Now on the 19th, they changed the terms again. </li>
<li>This puts Fuji Soft in a kind of quandary. It's important to think about why and what that leads to.</li>
</ul>


On 8 August, KKR and Fuji Soft Inc (9749 JP) announced a Tender Offer for the company. It was, at the time, an intention to do so. KKR needed approvals.
Fuji Soft had KKR terms, and timing, and approved them. KKR then changed the terms and timing. Now on the 19th, they changed the terms again. 
This puts Fuji Soft in a kind of quandary. It's important to think about why and what that leads to.


Fuji Soft (9749) - Possible Issues with New KKR Amended Terms

<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/k-bank-co-ltd" target="_blank" data-smartkarma-citation="entities:36073:1" rel="noopener">K Bank (279570 KS)</a> has launched an IPO to raise up to US$734 million.</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/elan-corp" target="_blank" data-smartkarma-citation="entities:18367:1" rel="noopener">Elan Corp (6099 JP)</a>, <a href="https://www.smartkarma.com/entities/trancom-co-ltd" target="_blank" data-smartkarma-citation="entities:13043:1" rel="noopener">Trancom Co Ltd (9058 JP)</a>, <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a>, <a href="https://www.smartkarma.com/entities/china-traditional-chinese-medicine" target="_blank" data-smartkarma-citation="entities:351:1" rel="noopener">China Traditional Chinese Medicine (570 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: K Bank (279570 KS) has launched an IPO to raise up to US$734 million.
Event-Driven developments: Fuji Soft Inc (9749 JP), Elan Corp (6099 JP), Trancom Co Ltd (9058 JP), Seven &amp; I Holdings (3382 JP), China Traditional Chinese Medicine (570 HK). 


Weekly Deals Digest (22 Sep) - Fuji Soft, Elan, Trancom, Seven & I, China TCM, Platinum, K Bank

<ul>
<li>Yesterday, KKR amended its plans to take over <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> by creating a Two-Tender Scheme, effectively lowering the threshold for eventual success through clearly coercive tactics.</li>
<li>3D (23.46%) and Farallon (9.22%) had already tendered. Contractual terms make it difficult (not impossible) to withdraw. Assuming it goes through, KKR has 32.68%, quasi-negative control. </li>
<li>This revised structure is clearly abusive of minorities and NOT the deal Fuji Soft signed. This should cause Fuji Soft to Change their Opinion. Shareholder (and Bain) Pressure would help.</li>
</ul>


Yesterday, KKR amended its plans to take over Fuji Soft Inc (9749 JP) by creating a Two-Tender Scheme, effectively lowering the threshold for eventual success through clearly coercive tactics.
3D (23.46%) and Farallon (9.22%) had already tendered. Contractual terms make it difficult (not impossible) to withdraw. Assuming it goes through, KKR has 32.68%, quasi-negative control. 
This revised structure is clearly abusive of minorities and NOT the deal Fuji Soft signed. This should cause Fuji Soft to Change their Opinion. Shareholder (and Bain) Pressure would help.


Fuji Soft (9749) - As Bain Prepares to Go Higher, KKR Goes Lower

<ul>
<li>KKR has rejigged 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 offer into a two-stage offer at an unchanged JPY8,800 price. The first stage has no minimum acceptance condition. </li>
<li>The first stage is designed to facilitate KKR’s acquisition of 3D and Farallon shares, which have tendered and will not withdraw their tenders without KKR's consent.</li>
<li>By securing 3D/Farallon’s shares, KKR has effectively blocked a Bain tender offer. Bain could launch a partial offer but it would be constrained by the tradeable share ratio criteria.   </li>
</ul>


KKR has rejigged its Fuji Soft Inc (9749 JP) tender offer into a two-stage offer at an unchanged JPY8,800 price. The first stage has no minimum acceptance condition. 
The first stage is designed to facilitate KKR’s acquisition of 3D and Farallon shares, which have tendered and will not withdraw their tenders without KKR's consent.
By securing 3D/Farallon’s shares, KKR has effectively blocked a Bain tender offer. Bain could launch a partial offer but it would be constrained by the tradeable share ratio criteria.   


Fuji Soft (9749 JP): Checkmate as KKR Switches to a Two-Stage Tender

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): KKR on the Home Stretch as Bain Dithers

Bain’s dithering on a binding competing proposal left the Board little choice but to recommend the binding proposal at hand - the KKR offer. Bain...

Arun George

Fuji Soft (9749) - Possible Issues with New KKR Amended Terms

KKR's change in FujiSoft Tender Offer Terms and New Scheme were, to my mind, structurally unfair to minorities. FujiSoft has not replied after 6+...

Travis Lundy

Weekly Deals Digest (22 Sep) - Fuji Soft, Elan, Trancom, Seven & I, China TCM, Platinum, K Bank

Last week, notable developments occurred in Event-Driven (Fuji Soft, Elan Corp, Trancom, Seven & I, China TCM, Platinum Investment) and ECM (K Bank).

Arun George

Fuji Soft (9749) - As Bain Prepares to Go Higher, KKR Goes Lower

KKR has now changed the terms on its Tender for Fuji Soft. The terms are now coercive, and eliminate indirect market check. That's bad. Fuji Soft...

Travis Lundy

Fuji Soft (9749 JP): Checkmate as KKR Switches to a Two-Stage Tender

KKR has deftly outmanoeuvred Bain by switching to a two-stage tender at an unchanged JPY8,800 and securing 3D/Farallon’s shares. Bain is likely to...

Arun George

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