Bain defies Fuji Soft board with plan to launch tender offer By Reuters
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 said it has “strong concerns and distrust” in Fuji Soft’s response to its proposal, saying there was no reason for its higher offer to be rejected, thereby harming the interests of minority shareholders.
In a presentation file, Bain said it now plans to “promptly launch our tender offer if (KKR’s) second round of the tender offer ends unsuccessful or will be withdrawn.”
It had previously said it would begin its tender offer only with the approval of Fuji Soft’s board but now would remove this condition in light of Fuji Soft’s management’s stance.
Fuji Soft’s board came out in support of KKR in November, saying Bain’s offer would not be viable as KKR could now block it.
The special committee Fuji Soft set up to examine the deal also said Bain should not make a higher offer and should dispose of all the confidential information it collected during due diligence.
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