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KKR secures majority stake in Fuji Soft, ending Bain bidding war

Private equity giant KKR has increased its stake in Japan’s Fuji Soft to nearly 58% following the second stage of a tender offer, effectively ending a heated takeover battle with rival buyout firm Bain Capital for the software developer, according to a report by Reuters.

The bidding war, which unfolded over several months, saw KKR and Bain competing fiercely to take Fuji Soft private. KKR’s two-stage tender offer values the company at approximately $4.1bn, according to Reuters calculations.

The takeover saga also featured a rare hostile bid from Bain and even led to legal threats from KKR against its rival. Bain formally withdrew its proposal on Monday, but it wasn’t until Thursday that it became clear KKR had surpassed the critical 53.2% threshold needed to force out remaining shareholders.

In a separate statement, KKR confirmed that an extraordinary general meeting is scheduled for late April to finalise the squeeze-out process.

KKR first launched its takeover bid in August 2024, but Bain countered with a higher offer in October, backed by Fuji Soft’s founder, Hiroshi Nozawa. Despite Bain’s support from Nozawa, the company’s board ultimately favoured KKR’s bid, leading Bain to attempt a hostile takeover in December while publicly criticising the board’s stance.

Tensions escalated when Bain refused to comply with Fuji Soft’s demand to dispose of confidential information it had obtained during due diligence. In response, KKR urged the company to take legal action against Bain.

Unlike KKR, Bain never formally launched a tender offer, initially conditioning its bid on board approval and later on the failure of KKR’s proposal.

Fuji Soft reported record revenue of JPY317.5bn ($2.1bn) and an operating income of JPY22bn ($146m) for the fiscal year ending in December—both marking approximately 6% growth.

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