KKR Commences Second Tender Offer for FUJI SOFT
20 Novembre 2024 - 11:22AM
Business Wire
KKR, a leading global investment firm, today announced that in
connection with its two-stage tender offer scheme (the “Tender
Offer”) for the common shares and share options of FUJI SOFT
INCORPORATED (“FUJI SOFT” or the “Company”; TSE stock code 9749)
through FK Co., Ltd. (the “Offeror”), an entity owned by investment
funds managed by KKR, it has commenced its second tender offer
(“Second Tender Offer”) on November 20, 2024, which will run until
December 19, 2024.
The tender offer price per common share is 9,451 yen, and
1,197,200 yen per 5th Series Share Option, 1,059,800 yen per 6th
Series Share Option, and 293,200 yen per 7th Series Share
Option.
This follows two unanimous resolutions by the Board of Directors
of FUJI SOFT on November 15, 2024 and November 19, 2024 to express
its opinion in support of the Second Tender Offer and to recommend
the shareholders and share option holders of the Company tender
their shares and options.
***
This press release should be read in conjunction with the
release issued by the Offeror titled “Notice Regarding the
Commencement of Tender Offer for the Shares of FUJI SOFT
INCORPORATED (Securities Code: 9749).”
The purpose of this press release is to publicly announce the
commencement of the Second Tender Offer and it has not been
prepared for the purpose of soliciting an offer to sell or purchase
in the Tender Offer. When making an application to tender, please
be sure to read the relevant Tender Offer Explanatory Statement for
the Tender Offer and make your own decision as a shareholder or
share option holder. This press release does not constitute, either
in whole or in part, a solicitation of an offer to sell or purchase
any securities, and the existence of this press release (or any
part thereof) or its distribution shall not be construed as a basis
for any agreement regarding the Tender Offer, nor shall it be
relied upon in concluding an agreement regarding the Tender
Offer.
The Tender Offer will be conducted in compliance with the
procedures and information disclosure standards set forth in
Japanese law, and those procedures and standards are not always the
same as the procedures and information disclosure standards in the
U.S. In particular, neither sections 13(e) or 14(d) of the U.S.
Securities Exchange Act of 1934 (as amended; the same shall apply
hereinafter) or the rules under these sections apply to the Tender
Offer; and therefore the Tender Offer will not be conducted in
accordance with those procedures and standards.
Unless otherwise specified, all procedures relating to the
Tender Offer are to be conducted entirely in Japanese. All or a
part of the documentation relating to the Tender Offer will be
prepared in English; however, if there is any discrepancy between
the English-language documents and the Japanese-language documents,
the Japanese-language documents shall prevail.
This press release includes statements that fall under
“forward-looking statements” as defined in section 27A of the U.S.
Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934. Due to known or unknown risks,
uncertainties or other factors, actual results may differ
materially from the predictions indicated by the statements that
are implicitly or explicitly forward-looking statements. Neither
the Offeror nor any of its affiliates guarantee that the
predictions indicated by the statements that are implicitly or
expressly forward-looking statements will materialize. The
forward-looking statements in this press release were prepared
based on information held by the Offeror as of today, and the
Offeror and its affiliates shall not be obliged to amend or revise
such statements to reflect future events or circumstances, except
as required by laws and regulations.
The Offeror, its financial advisors and the Tender Offer agent
(and their respective affiliates) may purchase the common shares
and share options of FUJI SOFT, by means other than the Tender
Offer, or conduct an act aimed at such purchases, for their own
account or for their client’s accounts, in the scope of their
ordinary business and to the extent permitted under financial
instrument exchange-related laws and regulations, and any other
applicable laws and regulations in Japan, in accordance with the
requirements of Rule 14e-5(b) of the U.S. Securities Exchange Act
of 1934. Such purchases may be conducted at the market price
through market transactions or at a price determined by
negotiations off-market. In the event that information regarding
such purchases is disclosed in Japan, such information will also be
disclosed on the English website of the person conducting such
purchases (or by any other method of public disclosure).
About KKR
KKR is a leading global investment firm that offers alternative
asset management as well as capital markets and insurance
solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world-class people, and supporting growth in its portfolio
companies and communities. KKR sponsors investment funds that
invest in private equity, credit and real assets and has strategic
partners that manage hedge funds. KKR’s insurance subsidiaries
offer retirement, life and reinsurance products under the
management of Global Atlantic Financial Group. References to KKR’s
investments may include the activities of its sponsored funds and
insurance subsidiaries. For additional information about KKR &
Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com.
For additional information about Global Atlantic Financial Group,
please visit Global Atlantic Financial Group’s website at
www.globalatlantic.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20241120011581/en/
Media Contact KKR Asia Pacific Wei Jun Ong +65 6922 5813
WeiJun.Ong@kkr.com
KKR (NYSE:KKR)
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