Japan-based Fuji Soft Inc.’s (JP:9749) founding family has backed U.S.-based Bain Capital’s hostile takeover bid, despite strong resistance from the company’s board. Fuji Soft founder Hiroshi Nozawa came in support of Bain’s offer and raised concerns about the independence of the special committee formed by the board to review the bid. Moreover, Nozawa voiced distrust over the process used to select the members of the special committee.
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Nonetheless, Nozawa, alongside Bain Capital, stressed that their actions were not intended to be hostile towards the company’s executives or management. Bain Capital is currently competing with American investment firm KKR & Co. (KKR) in a bidding war to control Fuji Soft. Fuji Soft shares gained 0.40% on Thursday.
Fuji Soft is an IT company providing a wide range of services, including robotics technology, cloud integration, business software solutions, etc.
Bain Capital and KKR Clash Over Fuji Soft’s Control
Bain Capital and KKR have been in a battle for Fuji Soft for the past few months. In October, Bain Capital proposed buying Fuji Soft shares at ¥9,450 each, surpassing KKR’s earlier bid of ¥8,800 per share in August. This led to a bidding war for Fuji Soft.
Earlier this month, KKR increased its offer to ¥9,451, just ¥1 higher than Bain’s previous bid, prompting Bain to raise its offer again to ¥9,600. Notably, KKR structured its tender offer in two stages, initially acquiring about 34% of Fuji Soft to block Bain’s privatization attempt, before eventually securing a majority stake. Meanhwile, Bain aims to acquire 50.1% of Fuji Soft’s shares, including the Nozawa family’s holdings of 18.6% in the company.
After KKR’s initial round was completed, Fuji Soft’s management expressed support for KKR and rejected Bain’s offer. The company cited concerns that the involvement of two large shareholders would disrupt management decisions, and noted that Bain’s tender offer would take three months to complete.
Year-to-date, Fuji Soft shares have gained more than 65% in trading.
