Bain Capital Moves Forward with Tender Offer for Fuji Soft Shares

By Anton Bridge

TOKYO (Reuters) – Bain Capital plans to launch a tender offer for Fuji Soft shares, even without the approval of the target firm's board of directors, the U.S. private equity firm said on Wednesday.

The announcement came a day after the Japanese IT firm reaffirmed its support for the second stage of a tender offer buyout from rival KKR, turning down a higher offer from Bain.

Bain expressed "strong concerns and distrust" regarding Fuji Soft's response to its proposal, stating that there was no justification for rejecting its higher offer, which they believe harms the interests of minority shareholders.

In a presentation file, Bain indicated plans to "promptly launch our tender offer if (KKR's) second round of the tender offer ends unsuccessful or will be withdrawn."

Previously, Bain had stated that it would initiate its tender offer only with the approval of Fuji Soft's board, but this condition will now be removed in light of Fuji Soft's management's position.

Fuji Soft's board expressed support for KKR in November, asserting that Bain's offer would not be viable as KKR could block it.

Additionally, the special committee Fuji Soft formed to review the deal indicated that Bain should refrain from making a higher offer and should dispose of all confidential information gathered during due diligence.