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 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>
<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 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

<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 maintained its recommendation of KKR’s first-stage tender offer. However, the recommendation was not unanimous, with four dissenting directors. </li>
<li>Bain’s likely next move is to waive the precondition and launch its offer. To bring KKR to the negotiating table, Bain will want to acquire as many shares as possible. </li>
<li>KKR’s first stage closes on 21 October. Success requires KKR to either work with Bain or match terms. As shares trade through Bain’s terms, there is little or no upside. </li>
</ul>


The Fuji Soft Inc (9749 JP) Board has maintained its recommendation of KKR’s first-stage tender offer. However, the recommendation was not unanimous, with four dissenting directors. 
Bain’s likely next move is to waive the precondition and launch its offer. To bring KKR to the negotiating table, Bain will want to acquire as many shares as possible. 
KKR’s first stage closes on 21 October. Success requires KKR to either work with Bain or match terms. As shares trade through Bain’s terms, there is little or no upside. 


Fuji Soft (9749 JP): The Board’s Unchanged Recommendation Caps the Upside

<ul>
<li>
<a href="https://www.baincapital.co.jp/sites/default/files/2024-10/BC_PR11102024.pdf" target="_blank" rel="noopener">Bain’s pre-conditional tender offer</a> 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> is JPY9,450, a 7.4% premium to KKR’s JPY8,800 offer. There is no minimum or maximum acceptance condition.</li>
<li>The preconditions relate to regulatory approval (Vietnam) and Board recommendation. Bain’s offer is designed to bring KKR to the negotiating table to find a solution to privatisation. </li>
<li>KKR can 1) do nothing, 2) work with Bain on a solution, or 3) engage in a price war to prevent the satisfaction of Bain’s Board recommendation precondition.</li>
</ul>



Bain’s pre-conditional tender offer for Fuji Soft Inc (9749 JP) is JPY9,450, a 7.4% premium to KKR’s JPY8,800 offer. There is no minimum or maximum acceptance condition.
The preconditions relate to regulatory approval (Vietnam) and Board recommendation. Bain’s offer is designed to bring KKR to the negotiating table to find a solution to privatisation. 
KKR can 1) do nothing, 2) work with Bain on a solution, or 3) engage in a price war to prevent the satisfaction of Bain’s Board recommendation precondition.


Fuji Soft (9749 JP): Bain’s Better Late than Never Competing Offer

Japan

NSD CO., LTD is an independent computer software development company. The Company's products include operating systems, business software for financial industry, and process control systems.  NSD also provides computer services including managing computer systems and data entry. The Company also sells computers and its peripheral equipment.

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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 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

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

Fuji Soft (9749 JP): The Board’s Unchanged Recommendation Caps the Upside

Bain will likely waive the precondition to launch its offer. KKR will need to match terms to succeed. Another higher offer from Bain is unlikely as...

Arun George

Fuji Soft (9749 JP): Bain’s Better Late than Never Competing Offer

Bain’s offer is designed to bring KKR to the negotiating table. This could be the end game, but KKR is equally likely to match terms, making it...

Arun George

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