Bain Capital said on Wednesday it plans to launch an unsolicited tender offer for Fuji Soft, should an ongoing tender from rival suitor KKR fail.
It’s been a months-long saga.
In 2023, Fuji Soft’s largest shareholder, 3D Investment Partners, proposed a take-private and approached sponsors to gauge interest. The firm then partnered with KKR in August on the latter’s ¥8,800 per share tender offer.
Shortly after, Bain jumped into the process with the support of company founder Hiroshi Nozawa and submitted a non-binding offer 7 percent above KKR’s bid.
Nozawa, whose family controls an 18.5 percent stake, accompanied the bid with a letter to the board expressing “strong discomfort” with the KKR-led process and advocating for Bain’s alternative.
KKR countered by raising its offer to 1 yen per share higher than Bain. It also restructured its tender into two stages, the first of which immediately purchased a combined 33.86 percent stake from 3D and Farallon Capital Management.
Last week, Bain approached Fuji Soft’s board with a new ¥9,600 per share offer—now 1.6 percent higher than KKR—contingent on support from the board.
Instead, the board rejected Bain on Tuesday, arguing that the new tender would require at least three months to conclude and that the premium wasn’t worth the extended timeline.
Now, Bain has opted to bypass the board entirely.
If KKR’s tender offer fails by its Thursday deadline, Bain will launch its own tender offer in late January or early February. The firm is targeting an ownership range of 33.91 to 49.89 percent, on top of the already-aligned Nozawa family shares.
After previously calling its founder-backed proposal a ‘white knight’ offer, Bain is now in the odd position of instead bidding without the support of management.
The firm said it has “strong concerns and distrust” over Fuji Soft’s response to its proposal, arguing there was no justification for rejecting its higher offer. Bain has also questioned the independence of the special committee formed by Fuji Soft to evaluate the proposals, noting that five of its six members were appointed at an extraordinary general shareholder meeting convened by 3D, which has been party to KKR’s bid since the beginning.
Market pricing suggests an expectation there may be more to come. Shares are currently trading at ¥9,815, above both offers.